Set up NDA Library

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. The NDA Policy Compiler workflow converts it into a structured NDA policy used by NDA Library. Setup has four parts:

1. Run NDA Policy Compiler and review its interpretation notes.
2. Create and publish the compiled policy in NDA Library.
3. Configure the default review and negotiation workflows.
4. 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 in plain text.
• 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.

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1. Compile the NDA policy

1. Open Workflows from the sidebar.
2. Find NDA Policy Compiler and click Run.
3. Paste your checklist or playbook into evaluation_framework.
4. Click Run.
5. Wait for the workflow to complete.

The output contains two important sections:

• Interpretation Notes explains assumptions the compiler made when the playbook was ambiguous or internally inconsistent.
• Compiled Policy (Copy This) contains the structured JSON used by NDA Library.

Read every interpretation note before creating the policy. Pay particular attention to:

• Positions inferred from unclear wording.
• Conflicting instructions resolved by the compiler.
• Suggested changes that would make the playbook more explicit.
• Terms treated as preferences rather than mandatory requirements.

If an assumption is incorrect, update the source checklist or playbook and run NDA Policy Compiler again. Do not resolve ambiguity by editing the compiled JSON directly. Keep the source playbook as the source of truth so future compilations produce the intended policy. Once the interpretation notes match your firm’s intent, copy the complete JSON from Compiled Policy (Copy This).

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2. Create and publish the policy

1. Open NDA Library from the sidebar.
2. Open Settings.
3. Under Default policy, click Create one.
4. Enter a descriptive policy name. The name sets an immutable slug and cannot be renamed later.
5. Select the JSON tab.
6. Paste the JSON copied from Compiled Policy (Copy This).
7. Review the compiled policy in the preview.
8. Click Save & publish.

Only published policies appear under Default policy.

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3. Configure the defaults

1. Open NDA Library → Settings.
2. Under Default policy, 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 sets up an inbound address on the review workflow. You do not need it for the manual test in this guide.

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4. 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, run NDA Policy Compiler again, and publish the corrected policy.

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5. 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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NDA Policy Compiler is unavailable

Contact your Metal representative if NDA Policy Compiler does not appear under Workflows.

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Create one does not appear

The Create one link appears only when your organization has no published policies. If a policy is already published, select it under Default policy.

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The policy does not appear in NDA settings

Only published policies appear under Default policy. Return to the policy editor and click Save & publish.

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New NDA cannot be started

Confirm that:

• A default policy is configured.
• 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, run NDA Policy Compiler again, review the new interpretation notes, and publish the corrected policy instead of modifying the generated JSON directly.

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