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## NDA Triage Report
**Classification: RED — Full legal review required. Do not sign as drafted.**
The central problem is that **this NDA protects the reseller’s information, not yours**. Brightwater is the “Discloser,” and Calloway is the “Recipient.” Nothing in the supplied text obligates Brightwater to protect your product roadmap or pricing model.
**Parties:** Brightwater Channel Partners LLC and Calloway Software, Inc.
**Type:** Unilateral; Calloway is the receiving party—wrong direction for your planned disclosures
**Term:** Confidentiality obligations last three years from each disclosure; no separate agreement term stated
**Governing law:** New York
**Review basis:** Default screening standards; no company playbook was provided
## Screening Results
| Criterion | Status | Notes |
|---|---|---|
| Appropriate obligations | **FAIL** | Brightwater has no confidentiality obligations for Calloway’s disclosures. |
| Definition scope | **FAIL** | “All information of any kind” is overly broad and lacks a purpose-related limitation. |
| Standard carveouts | **FAIL** | Only public availability is excluded. Prior possession, independent development, rightful third-party receipt, and legally compelled disclosure protections are missing. |
| Use restriction | **FAIL** | No express restriction limiting use to evaluating or conducting the reseller relationship. |
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| Standard of care | **FLAG** | “Hold in confidence” does not specify a reasonable-care standard. |
| Permitted disclosures | **FLAG** | Employees only; no permission for contractors, counsel, accountants, or other advisors. |
| Duration | **PASS** | Three years per disclosure is within the default standard range. |
| Return/destruction | **FLAG** | No return/destruction requirement or legal, compliance, and backup retention exceptions. |
| Remedies and restrictive provisions | **PASS** | No liquidated damages, non-compete, non-solicitation, residuals, IP grant, or audit provisions appear in the supplied text. |
| Governing law | **PASS** | New York is a reasonable commercial jurisdiction; forum is unspecified. |
## Key Issues and Suggested Fixes
### 1. Wrong-direction protection — RED
**Risk:** Your roadmap and pricing model would not be protected by this NDA when shared with Brightwater.
**Suggested fix:** Use a mutual NDA if both parties will disclose information. If only Calloway will disclose, make Calloway the discloser and Brightwater the recipient. **Simply swapping the labels would not resolve the other issues below.**
### 2. Missing critical carveouts — RED
**Risk:** Calloway could face confidentiality claims involving information it already knew, developed independently, or lawfully obtained elsewhere. The agreement also lacks express permission for legally required disclosures.
**Suggested fix:** Add exclusions for prior knowledge, independent development without use of confidential information, and lawful third-party receipt. Permit legally compelled disclosures, with advance notice where legally permitted.
### 3. Overbroad scope and no express use limitation — RED
**Risk:** Calloway takes on broad obligations for Brightwater’s information, while the document does not expressly prohibit using confidential information outside the reseller discussions.
**Suggested fix:** Define confidential information as nonpublic information disclosed for a stated reseller-evaluation purpose that is marked confidential or reasonably understood to be confidential. Restrict use to that purpose.
### 4. Operational gaps — YELLOW
**Suggested fix:** Permit need-to-know disclosures to advisors and contractors subject to confidentiality duties; specify reasonable care; and add return/destruction provisions with appropriate retention exceptions.
## Recommendation and Next Steps
1. **Hold off on signing and sharing your roadmap or pricing model** until an appropriate NDA is executed.
2. Send this to **Calloway’s legal counsel for full review**, highlighting the wrong-direction protection and missing carveouts.
3. Preferably counter with **Calloway’s standard mutual NDA**, if available, rather than patching this short form.
**Reviewer summary:** Reseller’s NDA binds only Calloway, leaves Calloway’s planned disclosures unprotected, omits critical carveouts, and lacks an express purpose/use restriction.
*This is a preliminary legal-workflow screening, not legal advice. Qualified counsel should review the agreement before you rely on it.*