Getting an AI-drafted NDA checked by a solicitor

A non-disclosure agreement produced with an AI drafting tool has the shape of an NDA: parties, a definition, obligations, exceptions, a term and a governing law clause. Whether it protects the business depends on details the tool cannot know: which party is disclosing, what the information is, what the recipient will do with it, and which law's conventions the draft has followed. I review the document against English law and the disclosure it is meant to protect, and return it marked up with tracked changes, a clean copy and a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Businesses and individuals in England and Wales that have drafted a non-disclosure agreement using an AI tool, for a supplier, a partner, a contractor, an investor or a buyer, and want it checked and corrected by a solicitor before it is sent. The parties to the NDA contract as businesses; the review is of the client's own document.

What the review checks in an AI-drafted NDA

The parties, the direction and the purpose

The review starts with the questions the draft answers by default: whether the NDA is one-way or mutual and whether that matches who will disclose, whether the parties are correctly identified as the companies that will receive the information rather than individuals or trading names, whether the purpose is defined by reference to the actual discussion, and whether group companies, staff and advisers are covered. An AI draft set up for the wrong direction protects the wrong party, and the review corrects the structure before the wording.

The definition, the exceptions and the marking requirement

An AI draft may define confidential information as everything disclosed, or only as information marked confidential, and each has a cost. The review drafts the definition by the nature and circumstances of the information, adds a procedure for oral disclosures, and checks the exceptions for public domain, prior knowledge, third-party receipt and independent development, requiring proof from records. It also checks that the draft records the reasonable steps that keep the information within the Trade Secrets (Enforcement, etc.) Regulations 2018, since an NDA is one of those steps.

US-law drafting in an English-law document

An AI draft can carry US conventions: 'represents and warrants', 'indemnify and hold harmless', residuals clauses, attorneys' fees provisions, and references to the Defend Trade Secrets Act or to a US state's law, sometimes alongside an English governing law clause. The review identifies each, explains its effect under English law, where an indemnity is read according to its words and a representation engages section 2 of the Misrepresentation Act 1967, and replaces it with the English law provision the business needs, including a governing law and jurisdiction clause that points to England and Wales.

The disclosures the law protects, which the draft may not mention

An AI draft can omit, or purport to override, the disclosures no NDA can prevent: disclosures required by law, a court or a regulator, protected disclosures under Part IVA of the Employment Rights Act 1996, and a victim's disclosure of criminal conduct under section 17 of the Victims and Prisoners Act 2024. Section 24 of the Employment Rights Act 2025 provides for confidentiality duties relating to harassment and discrimination to be void, and is being phased in. The review adds the carve-outs so that the NDA is enforceable for what it can cover.

Duration, return of information and remedies

An AI draft may set a term of a number of years for all information, which can leave trade secrets unprotected once the term ends, or 'in perpetuity', which a court may not enforce for ordinary commercial information. The review sets the duration by category, adds return or destruction of information with a backup carve-out, and drafts the remedies clause to acknowledge that damages may be an inadequate remedy rather than to grant an injunction the parties cannot grant. A claim for breach must be brought within six years under section 5 of the Limitation Act 1980.

Provisions that belong in a different document

An AI-drafted NDA can include provisions that belong elsewhere: an assignment of intellectual property, which needs the formalities of section 90 of the Copyright, Designs and Patents Act 1988 and belongs in the development or consultancy agreement, a non-compete, which is a restraint of trade needing its own justification, data processing terms required by Article 28 of the UK GDPR and the Data Protection Act 2018, and payment or exclusivity terms. The review removes or relocates each, with a note explaining where it belongs, so that the NDA does one job and does it enforceably.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

The AI draft looks complete. What is likely to be wrong with it?

The review checks the points the tool cannot know: the direction of the obligations, the purpose, the exceptions, the US conventions that have crept in, the statutory disclosures the draft omits, and the provisions that belong in another document. The written explanation sets out what was changed and why.

The draft includes an indemnity and a residuals clause. Are those normal in an English NDA?

They are US conventions. An indemnity is read according to its words under English law and can be wider than intended, and a residuals clause hollows out the protection for a discloser of know-how. The review replaces the first with ordinary liability for breach and removes or confines the second.

Can the review turn a one-way draft into a mutual NDA?

It can, where that is what the disclosure needs, by restructuring the obligations so that they apply to each party for the information it discloses and checking that the definition and duration suit the party disclosing more.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• Contract review, £495
• What an NDA cannot do
• Reviewing an NDA from a US company

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.