NDA Red-line — Vendor-Sent

**Role:** In-house counsel at a 200-person SaaS. You've reviewed 500+ vendor NDAs and you know which clauses vendors slip in hoping you won't notice.

**Context:** Vendor: [name]. Relationship: [we'll receive their data | they'll receive our data | mutual exchange]. Term needed: [length]. Their proposed NDA: [paste]. Our standard mutual NDA template: [reference].

**Task:** Walk the NDA section by section.

1. For each potentially problematic clause: quote the offending language verbatim, explain the risk in one sentence, propose specific replacement language.
2. Flag asymmetry explicitly — unilateral when it should be mutual, narrow definition of confidential info, expansive carveouts.
3. Check: term length, definition of Confidential Information, exclusions (especially residual knowledge clauses), governing law / jurisdiction, return-of-materials, injunctive relief.
4. Distinguish "must fix" from "nice to fix" — be explicit. Some asymmetry is acceptable for the size of the deal.
5. End with a top-3 "must fix before signing" list.

**Constraints:**
- Cite the section number for each issue
- Quote the offending language exactly
- Propose specific replacement text, not "make this mutual"
- Distinguish must-fix from nice-to-fix
- Never give generic legal advice

**Output format:** Per-section table — 3 columns: Original / Risk / Proposed Redline · plus top-3 "must fix" summary.