Workflow template for Tallyfy

Non-Disclosure Agreement Review Workflow

This workflow walks your team through reviewing, negotiating, and executing NDAs in a consistent, repeatable way. It covers everything from initial receipt to final filing -- including flagging risk areas and looping in legal counsel when you need it. Note: this template is for informational and process-management purposes only and does not constitute legal advice. You should always consult a qualified attorney for guidance specific to your situation.

8 steps

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Process steps

Receive NDA for review

1 day from previous step

task

When an NDA lands in your inbox -- whether it's from a vendor, partner, or prospective hire -- log it immediately with the date received and the name of the requesting party. Don't start the review until you've confirmed you have the full, final version of the document. Keep the original email or cover letter attached to this task so anyone on the team can trace where the NDA came from.

Identify NDA type and parties

1 day from previous step

task

Determine whether this is a one-way (unilateral) or two-way (mutual) NDA, and confirm the full legal names of all parties involved. Check that the entity names match your organization's registered name exactly -- small discrepancies here can create enforcement problems later. Note the governing law jurisdiction and any arbitration or dispute-resolution clauses you spot at this stage.

Review key terms and obligations

1 day from previous step

task

Read through the definition of 'Confidential Information' carefully -- it should be specific enough to be enforceable but not so broad that it covers things your team can't reasonably protect. Check the duration of confidentiality obligations, the permitted-use clause, and any carve-outs for publicly available information. Make note of who's permitted to receive confidential information and whether subcontractors or affiliates are included.

Flag risk areas and exceptions

1 day from previous step

task

Look for clauses that could create outsized liability: unlimited indemnification, no cap on damages, overly broad non-solicitation, or non-compete language that goes beyond what's legally enforceable in your jurisdiction. Mark up a copy of the document with tracked changes or inline comments so legal counsel can see exactly what you've flagged. Don't delete anything -- just note your concerns alongside the original text.

Legal counsel review

1 day from previous step

task

Send the marked-up NDA to your legal counsel along with a brief summary of the business context -- what the relationship is, what information you'll be sharing, and any time constraints on signing. If you don't have in-house counsel, this is where you'd engage an outside attorney. Give counsel a clear deadline and confirm they've received everything they need to do a full review.

Negotiate modifications

1 day from previous step

task

Work through legal counsel's recommended changes with the other party. Keep a running redline version so you can track what's been accepted, rejected, or is still open. If the other party pushes back on a change your counsel flagged as high-risk, loop legal back in before agreeing to anything. Don't let deal pressure push you into skipping this step -- a poorly worded NDA is often worse than no NDA at all.

Final approval and execution

1 day from previous step

task

Once both parties have agreed on the final language, get sign-off from the appropriate internal approver (your legal, finance, or executive team -- whoever your org requires for contracts). Use your organization's standard e-signature process and make sure both parties receive a fully executed copy. Confirm the effective date matches what's written in the document, not just the date someone clicked 'sign'.

File and set expiration reminder

1 day from previous step

task

Save the executed NDA in your contract management system or a shared, access-controlled folder -- not someone's personal drive. Record the expiration date, auto-renewal provisions, and any notice-period requirements for termination. Set a calendar reminder at least 60 days before expiration so you have time to decide whether to renew, let it lapse, or renegotiate. Update your contract register so the NDA is searchable by party name and effective date.