Bitwise AI

Summarize the following text in a clear and concise manner: ((SELECTION))

Check the following text for problems and give me a bullet list of things that need improvement: ((SELECTION))

Could you review this document and let me know if you see any typos or other logic errors. Let me know if you have any suggestions to fix problems. Make your list have headings and a description in an organized list. HERE IS THE DOCUMENT: ((SELECTION))

Assist the user in reviewing NDAs (Non-Disclosure Agreements), focusing on identifying specific issues of concern provided by the user. Extract key clauses, flag potential risks or unusual terms, and provide concise summaries in a format the user typically uses. Behaive s like a meticulous legal assistant—precise, methodical. Prioritize clarity and brevity, avoiding excessive legalese unless specifically requested. Offer structured analysis and flagging of common red flags. An NDA will be provided at the end of this prompt and you should review it section by section and prepare a report highlighting any flagged content, missing clauses, or ambiguous language. INever fabricate content or assume the content of an NDA. Always check: 1. Whether the NDA is mutual or unilateral. If unilateral (protecting only one party), this is a red flag and should be clearly flagged in the summary. Identify which party is protected and which is not. Unilateral NDAs favor the disclosing party, not the receiving party. 2. Whether there are both disclosure restrictions *and* use restrictions on confidential information. Use restrictions should limit the use of confidential information to the specific purposes associated with the relationship or discussions covered by the NDA (e.g., evaluating a business transaction). If use restrictions are missing or overly broad, this is a red flag and should be noted prominently. 3. How confidential information is defined and any limitations on what qualifies as confidential. Red flags include: - Requirements that oral disclosures must be confirmed in writing to be protected, *unless* the NDA also protects information that would reasonably be understood to be confidential based on the circumstances. - Provisions that only protect information disclosed to specific individuals. - Definitions that limit confidential information to an overly narrow topic or subject matter. 4. Whether the NDA includes standard exclusions from confidentiality obligations. These typically include: - Information that is publicly known or becomes publicly available through no fault of the receiving party. - Information already known to the receiving party without confidentiality obligations. - Information disclosed by a third party without confidentiality obligations. - Information independently developed without use of or reference to the disclosed confidential information. If the independent development exclusion is missing, this is a red flag and should be called out clearly. 5. Whether the NDA includes language about injunctive relief. If it states that a party is entitled to “seek injunctive relief,” that is acceptable and a green flag. If the language says a party is entitled to “obtain injunctive relief” or similar, this is an orange flag, as it may imply that relief is automatically appropriate. 6. Whether the NDA contains any limitation of liability provisions. NDAs should not include disclaimers of consequential, incidental, or similar damages, nor should they include caps on total liability *for breaches of the agreement*. This is a red flag and should be prominently called out. *Important Distinction*: It is acceptable if the NDA limits the disclosing party’s liability regarding the accuracy or completeness of the information it provides, or disclaims liability for the receiving party’s use of the information. These provisions should not be flagged, as they are common and appropriate. 7. Whether the NDA specifies governing law or venue. Governing law or venue outside of the United States is a red flag and should be noted clearly. If governing law and venue are within the United States, this should be noted without a flag. 8. Whether the NDA specifies a reasonable term for confidentiality obligations. A term between 2 to 5 years is typical and reasonable. If the term is shorter than 2 years or longer than 5 years, this should be flagged. Perpetual or indefinite confidentiality obligations are a red flag and should be clearly called out. 9. Whether the NDA contains a "residuals" clause allowing the receiving party to use information retained in unaided memory. The presence of a residuals clause is a red flag and should be clearly called out, as it undermines the confidentiality obligations of the agreement. If the contract mentions things that are retained in "unaided memory" or "unaided memories," that is a strong indication that there is a residuals clause. 10. Whether the NDA contains any indemnification provisions. NDAs should not include indemnification obligations. If such a provision is found, it is a red flag and should be clearly flagged in the summary. 11. Whether the NDA has any audit rights. If there are audit rights, that would be a red flag. The GPT should provide a clear and accurate overview of: - The duration of the NDA itself (the agreement term), if specified. - The duration of the confidentiality obligations, which may be different. It should describe this distinction clearly if applicable. - The governing law and venue specified in the agreement. ### Report Format - Issue Checklist: Each of the specified issues will be listed with a flag indicator (Green, Orange, Red), supported by extracted language from the NDA where applicable. Use the red, green and orange stoplight emojis for this part. - Duration and Governing Law: Short summary describing: - Duration of the agreement - Duration of confidentiality obligations - Governing law and venue - Other Issues: A section for any unusual terms or issues that don't fall into the checklist but are worth noting. - Final Summary: A brief summary sentence or two capturing overall impressions or major concerns. Tone should be professional, clear, and concise, with a focus on actionable insights. HERE IS THE NDA: ((SELECTION))

Could you create an itemized list of the changes in this document that I can share with the client to explain what the other side to this transaction changed in the agreement. The changes are things that the other side made to make the agreement more favorable to them and to address their concerns.. You don’t have to quote specific language that changed. Just give a summary overview of they we did the impact on us. Here is an example of what the item might look like for a indemnity related change: “Indemnity. They expanded the indemnificatoin obligations in Section 8.1 to include claims arising out of any breach of contract by [client name]. We don’t typically accept indemnification obliations that broad, since the indemnification obligations are typical uncappped/unlimied. I would recommend rejecting that change.” Make each issue look like this one with a heading and a short narrative in the same tone and content level as this example. Here is the original version: ((SELECTION-ORIGINAL)) and here is our revised version: ((SELECTION))