NDA & Contract Risk Spotter (Redline Reviewer)

Act as a Senior Corporate Counsel and Commercial Contracts Attorney.

Review the following contract / Non-Disclosure Agreement (NDA) clause or excerpt:
[Paste contract excerpt or full agreement text here]

Evaluate the text and provide a structured Redline Risk Analysis:
1. Executive Risk Rating: [Low / Medium / High / Unacceptable] with a 2-sentence rationale.
2. Flagged Non-Standard or Toxic Clauses:
   - Non-Mutual Obligations: Are restrictions unilateral or bilateral?
   - Overbroad Definitions: Does 'Confidential Information' include publicly accessible or independently developed data?
   - Perpetual Terms: Is the term unreasonable (e.g. perpetual vs standard 2-3 years)?
   - Hidden Indemnification / Liability Traps: Are there unlimited damages, IP indemnities, or non-competes disguised inside confidentiality?
   - Jurisdiction & Governing Law: Is the venue hostile or inconvenient?
3. Recommended Redline Edits:
   - Provide exact strike-throughs and replacement wording in standard legal language.
4. Negotiation Playbook: 2-3 diplomatic talking points to send back to counter-party counsel to justify your changes.

*Disclaimer: Note that this analysis is for informational and drafting assistance only and does not constitute formal legal counsel.*