The Burn Score Explained: How NDAShield Quantifies NDA Risk (0–100)
The Burn Score is NDAShield's 0–100 NDA risk rating system — how it quantifies clause severity, weights risk categories, and helps founders triage confidentiality agreements before signing.
If you have ever stared at a five-page NDA thirty minutes before a call and tried to decide whether it is safe to sign, you understand the problem the Burn Score was built to solve.
NDAs are dense, varied, and written in language that rewards slow, careful reading. Most founders and operators do not have time for slow. They need a signal: how risky is this document, and where should I look first?
The Burn Score is that signal.
What is the Burn Score?
The Burn Score is a 0–100 NDA risk rating system. It is the output of structured analysis: NDAShield scans each clause, identifies patterns associated with past disputes and unbalanced terms, and aggregates severity across six dimensions into a single number you can compare across documents.
A score of 0 means the document is essentially standard form — low risk, balanced terms. A score of 100 means it contains multiple aggressive patterns that would almost certainly create problems if enforced.
Most NDAs fall somewhere in between. The score tells you where.
What the score bands mean
| Range | Label | What it means |
|---|---|---|
| 0–20 | Low | Routine mutual NDA with balanced terms and standard survival. Quick read, likely fine to sign. |
| 21–40 | Medium | Contains some unbalanced clauses. Spot-check the flagged areas before signing. |
| 41–70 | High | Multiple aggressive patterns detected. Negotiate specific clauses or get counsel input before signing. |
| 71–100 | Critical | Structurally one-sided. Do not sign without professional review and substantive revision. |
The bands are thresholds, not verdicts. A score of 38 (medium) does not guarantee the document is safe — it means the flagged areas are limited and identifiable. A score of 62 (high) does not mean the document is unenforceable — it means it contains patterns that warrant attention.
The six scoring dimensions
The Burn Score weighs the following categories. Each contributes to the total based on the severity of detected patterns:
1. Confidentiality scope
The definition of confidential information is the foundation of every NDA. A narrow, well-marked definition (written materials labelled confidential) scores low. An open-ended definition ("any and all information disclosed") with no marking requirement scores high.
Why it matters: An unbounded definition makes every conversation, email, and meeting potentially confidential. When disputes arise, the parties disagree on what was covered.
2. IP assignment
IP clauses in NDAs often extend beyond the immediate project. The scoring system checks whether assignment is scoped to deliverables or reaches into improvements, derivative works, and pre-existing background IP.
Why it matters: Overbroad IP assignment can accidentally transfer rights to your core technology during a routine evaluation.
3. Survival duration
Survival periods determine how long confidentiality obligations last after the agreement terminates. The Burn Score treats 2–3 years as baseline for general information and indefinite for trade secrets. Longer periods on general information increase the score.
Why it matters: A 7-year survival period on routine business information creates long-tail liability that outlives the business relationship.
4. Jurisdiction and governing law
One-sided jurisdiction — requiring the disclosing party to litigate in the counterparty's home state or a distant forum — raises the score. Balanced jurisdiction or mutual agreement on a neutral forum keeps it low.
Why it matters: Jurisdiction determines the practical cost of enforcing your rights. A clause requiring EU-based founders to litigate in Delaware adds significant expense and risk.
5. Indemnification
Indemnification clauses that are one-sided (only the receiving party indemnifies) or uncapped increase the score. Mutual indemnification with a reasonable cap keeps it low.
Why it matters: Uncapped indemnification creates unlimited financial exposure for a breach, even a minor one.
6. Disclosure obligations
Clauses that require the receiving party to disclose any prior contact with the confidential information or pre-existing relationships score higher than standard disclosure obligations.
Why it matters: These clauses create information asymmetry — the receiving party must reveal more than the disclosing party.
What makes a score increase most
The Burn Score is not additive — the interactions between clauses matter more than the individual scores. The highest-scoring combination in practice is a broad confidentiality definition paired with a residuals clause. Together they create a document where the scope is unclear, and even information that was supposed to be confidential can be exploited after the agreement ends.
Other high-scoring combinations:
- Broad definition + overbroad IP assignment — the counterparty absorbs expansive information and potentially claims rights to related technology
- Long survival + one-sided jurisdiction — long-tail liability in a distant forum at the counterparty's choice
- Uncapped indemnification + residuals — unlimited financial exposure combined with a permanent hole in confidentiality
Burn Score vs alternative approaches
vs Gut feel
Reading an NDA quickly and deciding it "looks standard" is the most common approach and the most dangerous. Without systematic scoring, subtle patterns — a carefully worded indemnification clause, an unusually broad definition hidden in a recital — are easy to miss.
vs Hourly lawyer review
Full legal review is the gold standard for high-stakes deals, but it costs time and money. The Burn Score is designed to be the triage step: flag high-risk documents that warrant counsel and give medium-risk documents enough clarity to proceed.
vs Generic AI summary
General-purpose AI models (ChatGPT, Claude, Gemini) can read an NDA and produce a summary, but they lack structured scoring. The Burn Score is built on a clause taxonomy trained on legal patterns. It does not just identify clauses — it ranks them on a consistent scale you can compare across documents.
How to use the Burn Score
- Upload your NDA at nda-shield.com/app. The system scans and produces a 0–100 score with clause-level flags.
- Check the bands: 0–20 means quick read. 21–40 means spot-check. 41–70 means negotiate. 71+ means get counsel.
- Click any flagged clause to see why it increases the score and what alternative language looks like.
- Apply the redlines or share the report with your counterparty. If you re-upload the negotiated version, the new score shows your improvement.
Data from 500+ analyses shows that documents receiving structured redlines average an 18-point reduction on re-upload.
Frequently asked questions
How accurate is the Burn Score?
The Burn Score identifies clause patterns associated with known legal risks and unbalanced terms. It does not predict outcomes. Accuracy depends on document format and clause clarity — scanned images and handwritten terms may reduce detection reliability.
Can two lawyers get different Burn Scores for the same NDA?
Human reviewers will always have different judgments. The Burn Score applies the same algorithm to every document, which means it is consistent — not infallible, but consistent. That consistency lets you compare scores across NDAs from different counterparties.
Does a low Burn Score mean I can ignore the NDA?
No. A low score means the document follows standard balanced patterns and does not contain aggressive terms. It does not guarantee that every clause benefits you or that no dispute will arise. Always read the full document.
Is the Burn Score updated as new patterns emerge?
Yes. The clause taxonomy is updated as new risk patterns are identified through ongoing analysis. Check the data study for the latest findings.
Can I embed the Burn Score in my own workflow?
The risk quiz provides a quick estimate without uploading a document. For automated integration, see the analysis API documentation.
*The Burn Score is an informational triage tool — not a substitute for qualified legal counsel on high-stakes deals. For details on the underlying data, see the NDA data study. For a quick estimate, try the risk quiz.*