# How to Review a Scanned NDA Against Your Own Form

- Author: Schema Law (https://www.schemalaw.com/)
- Published: 2026-04-10T02:37:54Z
- Updated: 2026-10-11T19:22:20Z
- Category: Contracts and agreements
- Canonical: https://www.schemalaw.com/blog/how-to-review-a-scanned-nda

> How to review a scanned NDA: convert the scan to text, find the clauses that matter, map them against your own form and send comments back.

To review a scanned NDA, convert the scan to text, proofread that text against the page image, and find the handful of clauses that decide what your client is agreeing to. Then map each clause against your own standard form and send comments back in a format the other side can use, keyed to their section numbers.

## Why does a counterparty's NDA arrive as a scan?

A counterparty's NDA arrives as a scan when someone printed it, signed it or pulled it from a paper folder, and then put it through a copier. A sender may also choose a picture of the document on purpose, so that the form is harder to edit.

The cause is worth working out, because it tells you how the other side expects the exchange to go.

| What you received | Likely story | What it suggests |
| --- | --- | --- |
| A scan already signed by the other side | A business contact printed the company form, signed it and scanned it | They expect a signature, not a negotiation. You can still comment. |
| An unsigned scan with a fax header or copier stamp | The form lives on paper, or the Word file was lost years ago | Nobody will object to a request for an editable copy, but one may not exist |
| A phone photo saved as a PDF | A salesperson forwarded what they had | The legal team on the other side may never have seen this copy |
| A sharp PDF where you cannot select words | Exported as images, or printed to PDF through a scanner driver | A Word version exists somewhere. Ask for it. |

Before you do anything else, test whether the file is really a scan. Drag across a sentence. If words highlight, the PDF has text and you can skip conversion. The post on [telling whether a PDF has real text](https://www.schemalaw.com/blog/why-cant-i-copy-text-from-a-pdf#how-can-you-tell-whether-a-pdf-has-real-text) gives three more quick checks.

Then ask for the Word file. A one-line email costs nothing, and an editable original beats any conversion. Start the conversion anyway. Replies from a counterparty's legal department can take days, and the business people on your side want an answer this afternoon.

## Getting the text of a scanned NDA into a form you can mark up

Run the scanned NDA through OCR, export it to Word, and proofread the whole result against the scan before anyone marks it up. On a form of a few pages a full read costs little, and it removes the risk of negotiating a sentence the paper does not contain.

1. **Save the scan untouched.** Put the file exactly as received in the matter folder. Every later question about what the other side sent is answered from that file.
2. **Look at every page.** Check that the page numbers run in order and that the last page is a signature page. A form that stops at section 9 when the text refers to section 12 is missing a sheet, and the post on [missing pages in a scanned contract](https://www.schemalaw.com/blog/missing-pages-in-a-scanned-contract) has the full set of checks.
3. **Convert the whole document.** Include the signature page and any attached schedule that lists the project or the people allowed to receive information.
4. **Export to Word.** The general steps and the cleanup that follows are in the guide to [converting a scanned PDF to Word](https://www.schemalaw.com/blog/how-to-convert-a-scanned-pdf-to-word).
5. **Proofread against the image.** Put the scan and the Word file side by side and read both, line by line.
6. **Repair the numbering.** Converted section numbers often arrive as typed text. Leave them as typed text. Automatic numbering can renumber the clauses, and your comments must cite the same numbers the other side sees.
7. **Name the file for what it is.** The post on [labeling a converted Word file](https://www.schemalaw.com/blog/convert-signed-agreement-to-word#labeling-the-word-file-so-nobody-mistakes-it-for-the-executed-agreement) explains why a converted copy should never be mistaken for the document that was sent or signed.

### What to read hardest during the proofread

Four kinds of error change the meaning of an NDA and still look like normal English:

- **Durations.** "Two (2) years" read as "five (5) years", or a figure in numerals that no longer agrees with the figure in words.
- **Negatives.** "Shall not disclose" with the "not" lost at a line break.
- **Defined terms.** "Recipient" and "Receiving Party" used for the same thing can be the drafter's inconsistency or a recognition slip. Only the image tells you.
- **Party names.** The entity suffix and the state of organization in the preamble.

A short NDA is also a cheap way to test a tool. Schema Law's free plan covers one document a day of up to three pages and includes the Word export, so a two- or three-page form fits inside it. A longer form needs a paid plan, and the [pricing page](https://www.schemalaw.com/pricing) lists the page limits.

## Which NDA clauses should you locate first in the converted text?

Locate the clauses that set the scope of the promise before you read anything else: who is bound, what counts as confidential, what the recipient may do with it, how long the duty lasts, and any term that is not about confidentiality at all. Each can be found by searching the converted text.

| Clause | Words to search | What to write down |
| --- | --- | --- |
| Direction | "Disclosing Party", "each party", "mutual" | One-way or mutual, and which side your client is on |
| Parties and affiliates | "affiliate", "subsidiary", "on behalf of" | Whether affiliates are bound, protected, or both |
| Definition of confidential information | "means", "marked", "orally", "reasonably understood" | Whether information has to be marked, and what happens to things said aloud |
| Exclusions | "publicly available", "independently developed", "already known" | Which of the carve-outs in your own form appear and which are absent |
| Permitted purpose | "Purpose", "solely for", "evaluat" | How narrowly the purpose is drawn |
| Permitted recipients | "Representatives", "need to know", "advisors" | Who may see the information, and who answers for their breach |
| Compelled disclosure | "required by law", "subpoena", "court order" | The notice the recipient must give before complying |
| Term and survival | "term", "survive", "years", "perpetual" | Length of the agreement and length of the duty, which may differ |
| Return or destruction | "return", "destroy", "certif", "backup" | The deadline, and any allowance for archived copies |
| Riders | "solicit", "compete", "standstill", "exclusiv", "residual" | Anything that restricts conduct beyond keeping secrets |
| Remedies and forum | "injunctive", "governed by", "jurisdiction", "indemnif" | Law, forum and any fee or indemnity term |

Search for stems such as "evaluat" and "certif" so one search catches every ending. When a search finds nothing, do not record the clause as absent yet. A misread word hides a clause as well as a missing one does, so scan the headings in the image too. The steps for [showing that a clause is absent from a scanned contract](https://www.schemalaw.com/blog/how-to-search-scanned-contracts-for-a-clause#how-do-you-show-a-clause-is-absent-from-a-scanned-contract) apply to an NDA as well.

The riders row matters most on a counterparty's paper. A non-solicitation or exclusivity sentence placed in section 11 of a document titled "Confidentiality Agreement" is easy to skim past, and no conversion tool will point it out.

While you are on that page, treat the file as a nondisclosure agreement and read any restrictive covenant in full on the image. A noncompete agreement can sit in the same section as the secrecy promise, or it can name a trade secret the recipient must return. Copy the section number, the party names, and the time period exactly as printed.

The table finds clauses. It does not say which wording your client should accept. That call depends on the deal, the client's position and the governing law, and it belongs to the lawyer on the matter.

For the dates, write down the effective date, the term and the survival period separately. Turning those into calendar entries is covered in the post on [extracting contract terms and key dates from a scan](https://www.schemalaw.com/blog/extract-contract-terms-from-scan).

## Lining a scanned NDA up against your standard form

Line the scanned NDA up against your standard form with a clause map, not a redline. Two NDAs written by different drafters share almost no sentences, so a comparison tool marks nearly every line as changed. A table with one row per topic shows the real differences in a page.

Build the map in a spreadsheet or a Word table with five columns. Fill in your own form's column once and reuse it for every incoming NDA.

| Topic | Our form | Their NDA | Difference | Position |
| --- | --- | --- | --- | --- |
| Direction | Mutual | One-way, s. 1 | Only our client is bound | Ask for mutual |
| Marking | Not required | Written marking; oral disclosures confirmed in writing within 30 days, s. 2(b) | Their information needs a label to be protected | Accept |
| Duty lasts | 3 years from disclosure | 5 years from termination, s. 8 | Longer and measured differently | Refer to partner |
| Non-solicit | None | 12 months, s. 11 | Extra restriction | Strike |
| Forum | Our client's home state | Counterparty's home state, s. 14 | Different court | Refer to partner |

That example is a fictional one: Halvorsen Robotics, Inc. sends its form to Castellan Foods LLC, and the map shows Castellan's lawyer two points to push on and two to escalate in the time it takes to fill five rows.

Three habits keep the map honest:

- **Quote, do not paraphrase,** in the "Their NDA" column wherever the wording itself is the issue, and give the section number every time.
- **Run the map in both directions.** After working down your form's topics, read their document from top to bottom and add a row for anything that matched none of them. That second pass is where the riders turn up.
- **Mark empty cells.** Write "no such clause" when their NDA is silent. A blank cell reads as "not checked yet".

A true text comparison earns its place in two situations: the counterparty has taken your form and changed it, or you have an NDA signed with the same company last year and want to see what they altered since. Both documents then share most of their sentences. The method, and how to tell real changes from recognition noise, is in the post on [how to compare two scanned contracts](https://www.schemalaw.com/blog/how-to-compare-two-scanned-contracts).

## Is uploading a counterparty's NDA to a converter a confidentiality problem?

It can be. Whether it is depends on what the document reveals, what any agreement already in force says about sharing it, and what your firm or client allows. An unsigned blank form reveals little. A filled-in NDA can reveal that two named companies are in talks, which may itself be sensitive.

Work through four questions before you upload:

1. **What does this copy disclose?** Look for party names, a project code name, a description of the proposed deal and the names of the people involved. Check whether the NDA itself says that the existence of the discussions is confidential.
2. **Is an earlier agreement already in force?** A prior NDA, an engagement letter or a client's outside counsel guidelines may limit which service providers can receive documents. Read the clause on permitted recipients.
3. **What does your own policy say?** Find out whether your firm or client keeps an approved list of tools. A converter that is not on that list is the wrong choice for this file even if it is harmless.
4. **What does the tool do with the file?** Find out who can see it, how long it is kept and whether it is used to train a model. The list of [questions to ask an OCR vendor](https://www.schemalaw.com/blog/is-it-safe-to-upload-client-documents-to-an-ocr-tool#which-questions-should-you-ask-an-ocr-vendor) covers this in full.

Professional duties on confidentiality differ by jurisdiction. Read your own rules, or ask whoever handles ethics questions at your firm, before you treat any tool as cleared.

For reference, Schema Law's lines for every plan include these four: your documents are never used to train an AI model, documents stay inside your own account, they are encrypted in transit and at rest, and you can delete any document at any time. They are set out in the [security section of the homepage](https://www.schemalaw.com/#security). Whether they satisfy a particular agreement or policy is for you to decide, with the agreement open in front of you.

If any of the four questions leaves you unable to upload the file, there is a fallback. A three-page NDA can be retyped, or reviewed straight from the image with the clause map filled in by hand.

## Sending comments back when the other side only has a PDF

When the other side only has a PDF, send comments in a form that does not depend on them having your converted file: either a tracked-changes Word copy sent with a clear note about where it came from, or a numbered issues list tied to the section numbers in their scan.

Pick the route by how much you want to change.

| Route | Good for | Watch for |
| --- | --- | --- |
| Issues list in an email or a table | Fewer than ten comments, or a counterparty that will retype the form itself | Vague requests. Give replacement wording for each point. |
| Tracked changes in your converted Word copy | Heavy markup | The base text is your conversion and not their file. Say so. |
| Comments placed on the scanned PDF | A reader who will print the pages and go through them by hand | Sticky notes cannot show replacement wording at any length |
| Sending your own form | A scan too poor to convert, or a form too one-sided to repair | The other side may refuse and you lose a round |

### A covering note for a converted markup

If you send tracked changes, tell the recipient what the base document is. Wording along these lines does it:

> The attached Word file was converted from the scanned NDA you sent on 4 March. We have marked our comments in tracked changes. Please check the unmarked text against your own file, and send us your Word version if you would like us to move the changes onto it.

That note protects both sides. If a recognition slip survived your proofread, nobody is taken to have proposed it or accepted it.

### An issues list that can be answered

Give every point its own number, the section it concerns, the existing words in quotation marks and the words you propose. For example: "3. Section 8, second sentence. Replace 'five (5) years from termination' with 'three (3) years from the date of disclosure'." A counterparty can reply "1, 2 and 4 agreed, 3 not agreed" in one line, and you have a record of the negotiation.

### When the reply is another scan

The next round may come back as a fresh scan, sometimes already signed. Convert it and compare it with the text you last sent before anyone on your side signs. A pre-signed page proves the other side signed something. It does not prove that the pages in front of it carry the wording you agreed. Read the changed clauses in the image itself, and count the pages.

## Try it on a real document

Upload a scanned PDF and export it as Word, a searchable PDF or plain text on the free plan. Your documents are never used to train an AI model. [Start free](https://www.schemalaw.com/api/auth/google)