How to Streamline NDA Redlining for Faster Contract Approvals

While using AI for NDA review is a game-changer for cutting down your initial review time, that speed often stalls the moment you have to start redlining and negotiating with a counterparty. 

To keep that momentum, here is a streamlined workflow to resolve common NDA redlining areas.

1. The "Definition Overwrite" (Neutralizing Scope Creep)

• The Action: Delete their list of "protected items" and paste your Standard Definition that includes a strict marking requirement.
• The Workflow: Use your contract review software and include a "Ghost Comment" that says: "We require a marking requirement so our employees have clear notice of what they are prohibited from sharing, preventing accidental breaches."
• The Result: You avoid a multi-day debate over whether "business concepts" should be capitalized by providing a practical, operational reason for the change.

2. The "No-License" Proviso (Ending the Residuals Battle)

• The Action: If they insist on a residuals clause, don't strike it—simply append a No-License Carve-out.
• The Workflow: Add: "Provided, however, that this section shall not be construed as a license to any of the Discloser’s patents or copyrights."
• The Result: This prevents the standard "IP theft" argument from escalating, allowing the other lawyer to "check the box" for employee protection without triggering a high-level IP review.

3. The "Split-Term" Compromise (Fixing Survival Stalemates)

• The Action: Propose a 2-tiered survival period rather than arguing over a single number.
• The Workflow: Suggest: "2 years for general business information, and for as long as it remains a Trade Secret under applicable law for technical data."
• The Result: This ends the "2 years vs. 5 years" stalemate quickly by offering a middle ground that satisfies both the business team’s need for speed and the legal team’s need for long-term protection.

4. The "Parity Push" (Killing Non-Solicit Landmines)

• The Action: If you see a one-way non-solicit, add the word "Mutual" to the title and the text instead of striking it.
• The Workflow: If they push back, your response is: "We assume this clause is a high priority for your team, so we have made it mutual to protect both parties' talent pools."
• The Result: This provides a faster decision process where the counterparty either accepts the mutual terms or deletes the clause entirely to avoid being restricted themselves.

5. The "Contextual Summary" Email (Framing the Final Turn)

• The Action: Never send a redline with a blank email; send a 3-bullet summary of the key legal changes.
• The Workflow: List the changes by impact: "1. Mutualized the term. 2. Updated Governing Law to DE for insurance compliance. 3. Added a No-License proviso to the residuals."
• The Result: This helps the other lawyer focus on the main points immediately, which can often lead to a faster sign-off without a line-by-line audit.

Closing Thoughts

We hope this article has been helpful in showing how you can move from manual negotiation to a more streamlined redlining workflow. If you would like to take it a step further, check out our guide on automating the NDA contract review process.