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NDA Library reviews incoming NDAs against your firm’s approved positions, identifies deviations, and produces a redline. When a counterparty returns an edited version, it can review those changes and prepare the next round. Your firm’s NDA checklist or playbook describes its preferred positions, acceptable fallbacks, and escalation requirements. Metal compiles it into a structured NDA policy used by NDA Library. Setup has five parts:
  1. Compile the policy from the setup card in NDA Library.
  2. Review the compiled policy and publish it as the default.
  3. Confirm the default review and negotiation workflows.
  4. Optionally set up email intake so NDAs forwarded to an inbound address open a review automatically.
  5. Run a sample NDA and negotiation round.

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Before you start

You need:
  • An admin role in Metal.
  • Your firm’s NDA checklist or playbook as plain text, or as a .txt or .md file.
  • A sample NDA and any counterparty response for testing as .docx files. PDF and legacy .doc files are not accepted.
  • Access to NDA Library.
The playbook should clearly describe preferred positions, acceptable fallbacks, and provisions that require rejection or escalation. Label positions by negotiation round, such as Round 1, Round 2, and Round 3, so Metal can apply the right position in each round. For each clause, write your opening position. Add a fallback if you’d accept one in a later round. Fallbacks are optional. For example:

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1. Compile the NDA policy

Until your organization has a published default policy, NDA Library shows a Set up your NDA policy card above the NDA list.
  1. Open NDA Library from the sidebar.
  2. In the setup card, enter a policy Name. The name sets an immutable slug and cannot be renamed later.
  3. Paste your checklist or playbook into Playbook, or click Upload .txt or .md to load it from a file. The playbook can be up to 200,000 characters.
  4. Click Compile policy.
While Metal compiles the policy, the card shows Compiling NDA policy with the start time and elapsed time. Compiling takes several minutes. You can leave the page and come back later. If the compile fails, the card shows NDA policy didn’t compile with the error. Your playbook text is saved. Choose one of these options:
  • Retry compiles the same playbook text again.
  • Edit playbook text opens the saved text so you can fix it, then compiles it again.
  • Discard draft deletes the draft policy so you can start over.
When the compile finishes, the card shows NDA policy is ready to review with the number of categories and checks in the policy. Click Review policy to open it. Members without an admin role see NDA review isn’t set up yet with the message “Ask an admin to set up your NDA policy.” Once an admin starts setup, the message says an admin has started setting up the policy.

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Create more policies

After your first policy, admins can compile more policies from settings.
  1. Open Automations → NDA Review & Redlining → Settings.
  2. Under Review policies, click New policy.
  3. Enter a Name and paste or upload the playbook.
  4. Click Compile policy.
Metal opens the new draft policy. While the draft compiles, or if the compile fails, the policy page shows the same compiling or failed states as the setup card. If the compiled policy doesn’t match your intent, update the source checklist or playbook and compile it again. Keep the source playbook as the source of truth so future compilations produce the intended policy.

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2. Review and publish the policy

The policy page shows the compiled policy as a playbook table:
  • Each row is an issue, such as confidentiality term or non-solicitation.
  • Each column is a negotiation round. The last column reads Round N and later and applies to every round after it. A policy with positions for rounds 1 and 2 shows Round 1 and Round 2 and later.
  • Each cell shows the position for that round as written in your playbook. Lines labelled Rush or Rush / Light Touch carry a Rush tag, as do checks compiled with the rush track; a line labelled only Light Touch is untagged. STRIKE is shown as REJECT.
  • A later-round cell with no positions of its own reads Same as Round N, the round whose positions Metal carries forward. This appears in round 3 and later cells when an earlier round 2 or later cell has text or checks; a Round 2 and later cell, and a cell for an issue whose only positions are in Round 1, stays blank.
  • Click N checks in a cell to see the checks Metal runs for that round.
Each check carries a chip that controls how Metal redlines it: Check that each position matches how your team negotiates and landed in the right round. Then, as an admin, use the actions at the top of the policy page:
  • Publish and use as default publishes a draft and makes it your organization’s default policy for new NDAs.
  • Use as default makes an already published policy the default.
  • Edit playbook text opens the draft’s playbook text and compiles it again with Compile policy.
  • Discard draft deletes the draft.
  • Edit JSON opens the compiled policy JSON for direct edits.
When you publish a policy as the default, Metal also sets the review and negotiation workflows to its standard NDA Review and NDA Negotiation Round workflows if they aren’t already set. Workflows you already chose stay as they are. A policy can’t be published while it is still compiling or before it has a compiled playbook. The Review policies list in Automations → NDA Review & Redlining → Settings shows every policy in your organization with its status, version, and last update. It is also where you edit or publish a policy later. Open a policy to see its details, or click Edit on any row you have permission to change. In edit mode the JSON field is prefilled with the stored playbook, so you can adjust the policy without compiling it again. Prefer editing the source playbook and compiling it again over editing the JSON directly. Only published policies are selectable as the org default, and the currently selected default is tagged Org default in the list.
Admins can create additional policies at any time from Review policies, whether your organization has zero policies or many.

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How Metal applies positions by round

Playbooks can give positions for round 1, round 2, and round 3 and later.
  • Round 1 positions apply to the first review.
  • Round 1 positions apply only to the first review. From round 2 on, Metal uses the latest round a playbook covers for each issue, and it only considers rounds from Round 2 up. A playbook that covers an issue only in Round 1 has no position to apply in later rounds. The last round a playbook covers also applies to every round after it, so a playbook with only Round 1 and Round 2 positions applies the Round 2 positions to round 3 and later.
  • A tier after Round 2 labelled “Escalation” or “Round 3 or check with client” compiles as round 3.
  • Instructions such as “check with client” or “check with deal team” stay with the round they appear under.
  • When a check-in is the only instruction for a provision in a round, the review flags that provision in that round.

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3. Confirm the defaults

Publish and use as default sets the default policy and fills in any missing workflows. To check or change them:
  1. Open Automations → NDA Review & Redlining → Settings.
  2. Under Default policy, confirm or select the policy you published.
  3. Under Review workflow, select NDA Review.
  4. Under Negotiation workflow, select NDA Negotiation Round.
  5. Click Save changes.
These defaults apply when an organization member creates an NDA. The Email intake section is optional. You do not need it for the manual test in this guide. To let counterparties or teammates forward NDAs by email, follow Set up email intake below before you introduce NDA Library to the wider team.

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4. Set up email intake

Email intake gives your organization an inbound address that opens an NDA review automatically when someone forwards an NDA to it. Skip this step if reviewers will only create NDAs through New NDA. Email intake is configured per organization, even when the selected review workflow is the shared NDA Review workflow that Metal owns.
  1. Open Automations → NDA Review & Redlining → Settings.
  2. Confirm that Review workflow is set.
  3. Under Email intake, click Enable email intake.
  4. Enter an Email prefix, or leave it blank for an auto-generated address.
  5. Click Save changes.
The generated address has the form <prefix>.<org-slug>@<your-metal-email-domain>. If you leave the prefix blank, Metal still uses that form and fills <prefix> with a random value. The org slug is derived from your organization name. The suffix shown next to the prefix input is .<org-slug>@<your-metal-email-domain>. Once saved, the settings page shows the address under Email intake with the instruction to forward an NDA to it to open a review automatically. Share that address with anyone who should be able to submit NDAs by email.

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Change the address

Return to Automations → NDA Review & Redlining → Settings, enter a new value in Email prefix, and click Save changes. Metal retires the previous address after the new one is saved. Mail sent to the retired address is no longer routed to your review workflow.

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Clear email intake

If you change Review workflow to None, Metal retires the intake address and email intake is disabled. Select a review workflow and enable email intake again to mint a new address.

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5. Run a test NDA

Test the complete setup before introducing it to the wider team.
  1. Open NDA Library.
  2. Click New NDA.
  3. Upload or select a sample NDA.
  4. Enter a name.
  5. Optionally associate it with a company or deal.
  6. Click Create & run.
The review starts automatically using the configured policy and review workflow. When the review finishes:
  • Review the issues detected against the policy.
  • Confirm that expected deviations were identified.
  • Review the proposed changes and generated redline.
  • Confirm that the result reflects the positions approved in the playbook.
If the result exposes a policy problem, update the source playbook, compile it again, and publish the corrected policy.

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Rename an NDA

You can rename an NDA after it’s created, which is useful when the name came from email intake and reflects the raw email subject line. Any organization member who can open the NDA in NDA Library can rename it.
  • In NDA Library, open the ⋯ menu on an NDA’s row and select Rename.
  • On an NDA’s detail page, click the pencil next to the title.
Both open the same Rename NDA dialog, which prefills the current name. Names are trimmed, cannot be blank, and are capped at 120 characters.

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6. Test a negotiation round

  1. Open the test NDA.
  2. Click Upload counterparty response.
  3. Upload the counterparty’s returned markup.
  4. Click Start round.
  5. Review the detected changes and proposed response.
The negotiation workflow compares the counterparty’s version with the last version your firm sent and applies the same published policy.

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Who can use NDA Library

Admins configure the default policy and workflows. A policy’s creator can also edit that policy. Once the defaults are configured, any authenticated organization member can create and run an NDA review.

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Troubleshooting

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NDA Library is unavailable

Contact your Metal representative if NDA Library does not appear in the sidebar.

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The policy does not appear under Default policy

Only published policies appear under Default policy. Open the policy and click Publish and use as default.

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New NDA cannot be started

New NDA stays disabled until your organization has a published default policy. Hover over the button to see what is missing:
  • Set up your NDA policy first: compile a policy from the setup card in NDA Library.
  • Publish your NDA policy first: open the compiled policy and click Publish and use as default.
  • Make your NDA policy the default first: open the policy and click Use as default.
  • An admin needs to set up your NDA policy first: ask an admin to complete setup.
Also confirm that:
  • NDA Review is selected under Review workflow.
  • You have access to a personal workspace for the uploaded document.

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The review does not reflect the playbook

Update the source checklist or playbook, compile it again, review the playbook table, and publish the corrected policy instead of modifying the generated JSON directly. If later rounds use the wrong positions, label each position in the playbook with the round it applies to.

Using workflows

Run workflows and review their output.

Workspace settings

Find personal preferences and organization-wide configuration.

Roles & permissions

Learn what each Metal role can do.