ProbityModel NDA clause for buyers
Last updated: September 29, 2026
Language a buyer can propose to a seller before signing an NDA, so that the buyer may use software, including AI-assisted analysis, to review the seller's documents. It is a starting point, not legal advice. Have your own attorney review it before you use it.
Clause to propose
Offer this if the seller or broker is comfortable naming software and AI-assisted tools specifically.
Recipient may store, process and analyze Evaluation Material using software, cloud and data-analysis service providers, including AI-assisted tools, that are bound by confidentiality obligations no less protective than those in this Agreement, and such providers are not third parties for purposes of the disclosure restrictions in this Agreement. Recipient remains responsible for any breach by such providers.
Fallback clause
Offer this instead if the seller or broker pushes back on naming AI tools specifically. It covers the software and cloud-provider piece without mentioning AI.
Recipient may store and process Evaluation Material using software and cloud service providers that are bound by confidentiality obligations no less protective than those in this Agreement, and such providers are not third parties for purposes of the disclosure restrictions in this Agreement. Recipient remains responsible for any breach by such providers.