NDA Review + Signing — Built for a Design Studio
Sales sent an NDA.
Nobody read it.

Every week a client sent a standard NDA, someone skimmed it, a partner signed it, and the file went into email. Nobody caught the perpetual confidentiality clause. Nobody flagged the IP assignment buried in clause 5. Nobody noticed the non-compete that doesn't hold up under Indian contract law.

NDA Desk is the tool that reads it first.

Status  Live
Access  @netbramha.com
Review layers  2 (checklist + template)
Built by  Sarath MS
The Problem

DocuSign handles the signing.
Nobody handles the reading.

The tools that exist automate the logistics — upload, route, sign, send. What they don't do is tell a non-lawyer in Sales which clause in a client's NDA could assign NetBramha's work to the client, waive our right to show it in a portfolio, or expose us to uncapped liability if something goes wrong. That review happened by eye, when it happened at all.

Before
Client sends NDA. Someone reads it fast. A partner signs. The file lives in email. A year later, NB tries to use the project as a case study and finds out the NDA didn't allow it.
NDA Desk
Client sends NDA. NDA Desk reads it against a 15-point design-studio checklist and compares it clause-by-clause against NB's own template. Flags come with verdicts and recommendations. Then a partner signs.
Two Journeys

Whose paper is it?
That's the only question.

The first choice in the tool decides everything. Our own paper is known paper — the review is light and signing is fast. A client's paper is unknown paper, and unknown paper gets the full treatment before anyone touches a signature.

NB Template · Fast lane
Our paper, our terms
Light sanity check on the upload
Skip straight to signing
Stamp, download, send
Client Template · Careful lane
Their paper, their terms
15-point clause review runs automatically
Compare against NB's own template
Read the flags and decide
Then — and only then — sign
The Review

Two columns. Two questions.
One verdict.

Layer 1 asks: is this clause generically risky for a design studio? Layer 2 asks: is this clause worse than what NetBramha normally signs? Every flag comes with a plain-English finding, why it matters to NB, and a suggested counter-position. Triage, not legal advice — but enough to know when to stop and call a lawyer.

Vertex Global Inc. — NDA review
Serious issues — do not sign as-is
Layer 1 · 15-point checklist
Portfolio / showcase rightsFAIL
Blanket prohibition — NB cannot name the client or show any work, including anonymised process shots, without prior written approval.
→ Push for right to show anonymised work after 12 months
IP / ownership assignmentFAIL
Clause 5 quietly assigns all "work product and derivative materials conceived during discussions" to the client. This is an NDA — IP transfer doesn't belong here.
→ Strike clause 5 entirely or limit to disclosed materials only
Term / durationFLAG
Perpetual confidentiality obligation with no sunset.
→ Propose 3-year term from date of disclosure
Layer 2 · vs. NB's own template
MutualityWORSE
NB's template: mutual. This NDA: one-way — only NB is bound. The client carries no reciprocal obligation.
→ Request mutual confidentiality or use NB's template
Liability capWORSE
NB's template caps at fees paid or ₹5,00,000. This NDA: uncapped, with ₹32L liquidated damages per breach.
→ Non-negotiable — cap must be reintroduced
JurisdictionEQUIV
Both documents specify Bengaluru courts. No deviation here.
The Checklist

15 points. Every one
specific to design work.

Generic NDA checklists don't know that design studios live and die by portfolio rights, or that a non-compete buried in an NDA is void under Section 27 of the Indian Contract Act, or that a UX project involving open-source components creates IP warranty exposure a blanket indemnity clause can't cover. This one does.

The 15 criteria are editable in the tool — add a 16th, remove one that doesn't apply to a deal, rewrite the guidance for what the AI looks for. Saved changes become the live criteria for every future review without touching any code.
Mutual vs one-way obligations
Portfolio and showcase rights
Term and duration
IP ownership and assignment
Definition of confidential info
Pre-existing / background IP
Exclusions and carve-outs
Feedback and suggestion ownership
Governing law and jurisdiction
Residuals and know-how
Third-party / OSS warranty
Non-solicit and non-compete (Sec 27)
Liability, indemnity, penalties
Return and destruction of materials
Injunctive relief and severability
What Makes It Different

Six decisions worth explaining.

Core differentiator
01 · The review layer
Reads the NDA before anyone signs it
DocuSign, Zoho Sign — they handle logistics. NDA Desk is the only tool that catches the IP assignment in clause 5 before the signature goes on. That's the thing nobody else does.
Core differentiator
02 · Two-layer verdict
Generic risk + deviation from NB's own standard
The checklist layer catches what's risky for any studio. The template comparison layer catches what's specifically worse than what NB normally accepts. Two different questions, both visible at once.
03 · Two lanes
Our paper moves fast. Their paper doesn't.
The tool picks the journey at step one. Our template is known, so the review is a light check and the path is short. A client's NDA earns the friction — by design.
04 · Editable checklist
Criteria live in the tool, not the code
Anyone on the team can add a new check during testing, rewrite what the AI looks for, or remove a clause that doesn't apply. It saves to the worker and becomes the live criteria for everyone.
05 · Spreadsheet support
XLSX and CSV work too
If an NDA arrives in a spreadsheet (it happens), the tool reads the cells, picks the right sheet from a multi-tab file, and runs the review on the extracted text. Signing still needs a PDF.
06 · Full audit trail
Every stamp logged, every document fingerprinted
Every signature stamp records who signed, which document, which signature image, timestamp, IP, and a SHA-256 hash of the final PDF. The log is append-only in Cloudflare KV.
Architecture

Single file. Real infrastructure.

◆
Single HTML File
Vanilla JS, pdf.js for rendering, pdf-lib for stamping, SheetJS for spreadsheet extraction. No build step. Deployed on Netlify.
◈
Cloudflare Worker + KV
Google OAuth restricted to @netbramha.com. KV stores the signature images, editable checklist, NB reference template, and append-only audit log. API keys never in the browser.
◇
Claude Sonnet 4.6
Two-layer review — checklist verdicts and template deviations in a single call, returned as structured JSON. Proxied through the Worker.
"Sales kept signing NDAs nobody had read.
The tool reads them."
NDA Desk · NetBramha Studios · Built by Sarath MS