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Pearson Counsel workspace preview showing a review of the Harper NDA, its findings, and a redline deliverable.

Harper acquisitionReview the Harper NDA
Review the Harper NDA against our playbook.
Flag anything non-standard and propose fallbacks. Keep the governing law as Delaware.
Pearson AI11:08 AM

Flagged the uncapped indemnity in §8.2 and proposed a mutual cap at 12 months' fees, consistent with your 2023 precedent and Delaware authority.

Ran workflow:NDA playbook check
ClauseFindingRisk
§8.2 IndemnityUncapped, one-wayHigh
§5.1 Term3 years, matches playbookLow
§11 Non-solicit24 months, above 12 standardMedium
Harper_NDA_v3 — redline
6 clauses · +124 −18 words
Vault+4

Added a carve-out for gross negligence and wilful misconduct. Governing law stays Delaware.

Harper acquisitionDraftv3 redline

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