实操示例 · 在 WORD 中修订合同
根据交易信息表填写保密协议空白处，并适用香港法律
一名代表某大学衍生公司的律师收到了该大学的标准保密协议（Word 文件），并附有律师事务所的交易备忘录。他们请 根据交易备忘录填写所有空白处，并为客户做出四项商业修改，其余内容保持不变。
在同一个文件内填写了双方当事人、日期、项目、通知表、争议处理负责人及签署区，缩短保密期限，扩大获准查阅信息的人员范围，并缩短信息自由法（FOI）要求的响应时间。随后，律师事务所合伙人要求改用香港法律及香港国际仲裁中心（HKIAC）仲裁； 因而重写适用法律条款，并相应调整争议上报处理条款。
1上传文件：大学的保密协议与律所的交易清单
LAW-01_NDA_Deal_Sheet_fictional.docx
12 October 2026
Halcyon Photonics Limited
14829376
Priya Raman
Thomas Hadley
Daniel Cheung
5.25.35.45.55.65.75.85.95.10
- 7 → 7页数、表格和列宽保持不变
- 0个条款编号被更改（含重复的 5.3）
- 21 / 21对交付措辞的检查已通过
- 1留给律师决定的可选方括号
每项修订，逐行呈现
列出 AI 的每项修订，让所有改动都清楚可见。这里展示本次执行两个要求的修订，每个有改动的段落或表格行各占一行。关闭“显示修订”即可阅读最终文字。
打开真实文件
这些是运行过程中的实际文件。请下载并在 Word 中打开它们。
文件来源： 兰伯特工具包（Lambert Toolkit），英国知识产权局. 包含根据开放政府许可证 v3.0 授权的公共部门信息。交易备忘录、大学、公司以及其中提及的每个人名均为虚构，且为本次测试而编造。
01 · 起始文件
一份7页的模板保密协议（NDA）和一份2页的交易备忘录
该保密协议是英国政府针对大学与企业合作的兰伯特工具包中的样本保密协议：包含一个封面、五个自动编号的条款、一个定义表、一个通知表和一个签署区。其中充满了方括号内的空白处以及可供选择的替代措辞，且开头带有起草说明和声明其未经批准的横幅。
该工具包以旧版 .doc 文件发布协议；我们在上传前用 LibreOffice 将其另存为 .docx。交易备忘录是由两列表格组成的 Word 文件，律师事务所通常就是这样保存的。
02 · 请求 1
“根据交易备忘录填写所有空白，并标注我方的修改要点”
律师输入的内容
We act for Halcyon Photonics (the Company) on the University's NDA. Deal sheet attached. Mark up the NDA in Track Changes, same Word file: 1. Fill every bracketed blank from the deal sheet (parties, date, project, 5.1 notices table, 5.10 officers, signature block). Change "Fax number" to "Email". 2. Clause 2.1: 5 years from receipt; delete the other options. 3. Clause 2.3: also allow disclosure to professional advisers and potential investors under equivalent confidentiality. 4. Clause 2.4: the Company's FOI response time is 5 Business Days, not 10 days. 5. Delete the opening Note and the "NOT APPROVED" banner. Change nothing else, including numbering and governing law.
的操作
- 直接编辑了上传的 Word 文件本身。条款编号、四个表格及其列宽均保持原样，协议仍然是 7 页。
- 根据交易备忘录填写空白处：日期（2026 年 10 月 12 日，封面及协议内均有）、双方当事人及其公司编号和注册地址、项目、双方的通知代表及地址、两位争议处理负责人及两位签署人。“Fax number”改为“Email”，并填入双方的电子邮箱地址。
- 第 2.1 条：保密期改为自收到之日起 5 年，[3][5][7][10] 选项以及“[date of this Agreement]”已删除。
- 第 2.3 条：增加了一句条款，允许公司在同等保密义务下向其专业顾问和潜在投资者披露信息。
- 第 2.4 条：使用定义术语，将公司的信息自由法（FOI）答复时限由 10 天改为 5 个营业日。
- 删除了起草说明和“NOT APPROVED”横幅，管辖法律条款保持不变。
提示词要求使用修订模式，但 直接将修改写入了文件。下方的修订稿是用 的“建立追踪修订报告”在修改前后两个文件上生成的。
Note: This sort of agreement might be used, for example, where a company and a university wish to exchange confidential information before they enter into a Research Collaboration Agreement, perhaps to further discussions about a potential research project.¶
THIS AGREEMENT HAS NOT BEEN APPROVED BY THE LAMBERT WORKING GROUP; IT IS INCLUDED IN THE TOOLKIT TO GIVE YOU AN IDEA OF THE PROVISIONS THAT ARE OFTEN USED IN THIS SORT OF AGREEMENT.¶
Dated _________________________20[ ]¶
Dated 12 October 2026
(1) […………………………………………………………]The University of Kingsmere
(2) [………………………………………………………..]Halcyon Photonics Limited
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT dated […………………………………………..] 200[5]12 October 2026 is made BETWEEN:
(1) […………………………..]The University of Kingsmere, whose administrative offices are at [……………………]Research & Innovation Services, Albion House, 14 College Road, Kingsmere KM4 2AB, United Kingdom (the University); and
(2)[……………………..] [Halcyon Photonics LIMITED], a company registered in [England] and Wales under number [………………]14829376, whose registered office is at [………………………………………………………………]Unit 7, Harbourside Innovation Centre, 22 Quay Street, Bristol BS1 4XE, United Kingdom (the Company)
BACKGROUND
The parties wish [to discuss a potential collaborative research project] on low-loss silicon-nitride photonic waveguides for data-centre optical interconnects (the Proposed Project) and this is likely to involve them disclosing confidential information to each other.
1. DEFINITIONS
In this Agreement the following expressions have the meaning set opposite:
this Agreement:
this document, as amended from time to time in accordance with clause and 5.7;
a Business Day:
Monday to Friday (inclusive) except bank or public holidays in [England]; and Wales;
Confidential Information:
each party's confidential information including any Intellectual Property and Know-how disclosed by that party to the other for the Specified Purpose[and identified as confidential before or at the time of disclosure];
a Group Company:
any undertaking which is, on or after the date of this Agreement from time to time, a subsidiary undertaking of the Company, a parent undertaking of the Company or a subsidiary undertaking of a parent undertaking of the Company, as those terms are defined in section 258 of the Companies Act 1985;
Intellectual Property:
patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, confidential information, applications for any of the above, and any similar right recognised from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the above;
Know-how:
unpatented technical information (including, without limitation information relating to inventions, discoveries, concepts, methodologies, models, research, development and testing procedures, the results of experiments, tests and trials, manufacturing processes, techniques and specifications, quality control data, analyses, reports and submissions) that is not in the public domain;
the Proposed Project:
[insert short details]; anda two-year collaborative research project on low-loss silicon-nitride photonic waveguides for data-centre optical interconnects; and
the Specified Purpose:
[discussing whether to collaborate with the other party in the Proposed Project, the preparation of any outline specification, proposal or workplan for the Proposed Project, and the submission of any application for funding for the Proposed Project].
2. CONFIDENTIALITY
2.1 Neither party will[, before the expiry of not less than [3][5][7][10]5 years after the [date of this Agreement][its receipt of any of the other party’s Confidential Information], disclose to any third party, nor use for any purpose except the Specified Purpose, any of the other party's Confidential Information.
2.2 Neither party will be in breach of any obligation to keep any information confidential or not to disclose it to any other party to the extent that it:
2.2.1 is known to the party making the disclosure before its receipt from the other party, and not already subject to any obligation of confidentiality to the other party;
2.2.2 is or becomes publicly known without any breach of this Agreement or any other undertaking to keep it confidential;
2.2.3 has been obtained by the party making the disclosure from a third party in circumstances where the party making the disclosure has no reason to believe that there has been a breach of an obligation of confidentiality owed to the other party;
2.2.4 has been independently developed by the party making the disclosure;
2.2.5 is disclosed pursuant to the requirement of any law or regulation (provided, in the case of a disclosure under the Freedom of Information Act 2000, none of the exceptions to that Act applies to the information disclosed) or the order of any Court of competent jurisdiction, and the party required to make that disclosure has informed the other, within a reasonable time after being required to make the disclosure, of the requirement to disclose and the information required to be disclosed; or
2.2.6is approved for release in writing by an authorised representative of the other party.
2.3 The Company will not be in breach of any obligation to keep any of the University's information confidential or not to disclose it to any third party by making it available to any Group Company, or any person working for or on behalf of the Company or a Group Company, who needs to know the same for the Specified Purpose, provided it is not used except for that purpose and the recipient undertakes to keep that information confidential.
The Company may also disclose the University's Confidential Information to its professional advisers and to potential investors, in each case only under equivalent confidentiality obligations or on a confidential basis.¶
2.4 If the University receives a request under the Freedom of Information Act 2000 to disclose any information that, under this Agreement, is the Company’s Confidential Information, it will notify the Company and will consult with the Company. The Company will respond to the University within 10 days5 Business Days after receiving the University’s notice if that notice requests the Company to provide information to assist the University to determine whether or not an exemption to the Freedom of Information Act applies to the information requested under that Act.
3. INTELLECTUAL PROPERTY
3.1 Nothing in this Agreement grants any licence or right, beyond that required for the Specified Purpose, under any patent, copyright, trade secret or other Intellectual Property.
3.2Neither party will remove any proprietary, copyright, trade secret, confidentiality or other notice from any of the other’s Confidential Information.
4. TERM
4.1[Subject to clause 2.1, this][This] Agreement will continue indefinitely despite the conclusion of [the discussions between the parties concerning the Proposed Project].
4.2To the extent that the terms of this Agreement conflict with any agreement entered into between the parties for carrying out the Proposed Project, the terms of the agreement for the Proposed Project will prevail, but only to the extent necessary to resolve that conflict.
4.3 At the conclusion of [the discussions about the Proposed Project], unless the parties enter into an agreement for the carrying out of that project, each of the parties will, at the other’s request;
4.3.1return or destroy the other’s Confidential Information in its possession, custody or control; and
4.3.2confirm in writing that the above has been done.
5. GENERAL
5.1 Notices: Any notice to be given under this Agreement must be in writing, may be delivered to the other party by any of the methods set out in the left hand column below, and will be deemed to be received on the corresponding day set out in the right hand column:
Method of service
Deemed day of receipt
By hand or courier
the day of delivery
By pre-paid first class post
the second Business Day after posting
By recorded delivery post
the next Business Day after posting
By fax (provided the sender’s fax machine confirms complete and error-free transmission of that notice to the correct fax number)
the next Business Day after sending or, if sent before 16.00 (sender’s local time) on the Business Day it was sent
The parties' respective representatives for the receipt of notices are, until changed by notice given in accordance with this clause, as follows:
For the University:
For the Company:
Name: Ms Priya Raman, Senior Contracts Manager
Address:Address: Research & Innovation Services, Albion House, 14 College Road, Kingsmere KM4 2AB
Name: Mr Thomas Hadley, General Counsel, Halcyon Photonics Limited
Address:Address: Unit 7, Harbourside Innovation Centre, 22 Quay Street, Bristol BS1 4XE
Fax number:Email: [email protected]
Fax number:Email: [email protected]
5.2Headings: The headings in this Agreement are for ease of reference only; they do not affect its construction or interpretation.
5.3 Assignment: Neither party may assign or transfer this Agreement as a whole, or any of its rights or obligations under it, without first obtaining the written consent of the other party. That consent may not be unreasonably withheld or delayed.
5.3Illegal/unenforceable provisions: If the whole or any part of any provision of this Agreement is void or unenforceable in any jurisdiction, the other provisions of this Agreement, and the rest of the void or unenforceable provision, will continue in force in that jurisdiction, and the validity and enforceability of that provision in any other jurisdiction will not be affected.
5.4Waiver of rights: If a party fails to enforce, or delays in enforcing, an obligation of the other party, or fails to exercise, or delays in exercising, a right under this Agreement, that failure or delay will not affect its right to enforce that obligation or constitute a waiver of that right. Any waiver of any provision of this Agreement will not, unless expressly stated to the contrary, constitute a waiver of that provision on a future occasion.
5.5No agency: Nothing in this Agreement creates, implies or evidences any partnership or joint venture between the parties, or the relationship between them of principal and agent. Neither party has any authority to make any representation or commitment, or to incur any liability, on behalf of the other.
5.6Entire agreement: This Agreement constitutes the entire agreement between the parties relating to its subject matter. Each party acknowledges that it has not entered into this Agreement on the basis of any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement. Each party waives any claim for breach of this Agreement, or any right to rescind this Agreement in respect of any representation which is not an express provision of this Agreement. However, this clause does not exclude any liability which either party may have to the other (or any right which either party may have to rescind this Agreement) in respect of any fraudulent misrepresentation or fraudulent concealment prior to the execution of this Agreement.
5.7Amendments: No variation or amendment of this Agreement will be effective unless it is made in writing and signed by each party's representative.
5.8Third parties: No one except a party to this Agreement has any right to prevent the amendment of this Agreement or its termination, and no one except a party to this Agreement may enforce any benefit conferred by this Agreement, unless this Agreement expressly provides otherwise.
5.9Governing law: This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement, except that either party may bring proceedings for an injunction in any jurisdiction.
5.10Escalation: If the parties are unable to reach agreement on any issue concerning this Agreement or the Project within 14 days after one party has notified the other of that issue, they will refer the matter to [insert officer]Professor Alan Whitcombe, Pro-Vice-Chancellor (Research) in the case of the University, and to [insert officer]Dr Mei Lin Wong, Chief Technology Officer in the case of the Company in an attempt to resolve the issue within 14 days after the referral. Either party may bring proceedings in accordance with clause 5.9 if the matter has not been resolved within that 14 day period, and either party may apply to the court for an injunction whether or not any issue has been escalated under this clause.
SIGNED for and on behalf of the University: Name: Dr Eleanor Marsh Position: Director of Research & Innovation Services Signature
SIGNED for and on behalf of the Company: Name: Daniel Cheung Position: Chief Executive Officer Signature
律师需要仔细复核之处： 在未被要求的情况下做出了两项模板选择。第 4.1 条保留了“This Agreement”，而非“Subject to clause 2.1, this Agreement”；营业日定义中的“[England]”变为公司注册地“England and Wales”。保密信息定义中仍有一个选项保留在方括号中：“[and identified as confidential before or at the time of disclosure]”。
03 · 请求 2
“合伙人希望适用香港法律”
律师输入的内容
Partner wants HK law (Halcyon's parent is now in HK). On the same marked-up version, in Track Changes: 1. Clause 5.9: Hong Kong law, HKIAC arbitration seated in Hong Kong; keep the injunction carve-out. 2. Business Day definition: Hong Kong public holidays instead of [England]. 3. Clause 5.10 still says "bring proceedings". Conform it to arbitration, or leave a Word comment for me. Keep all my earlier tracked changes; don't accept them.
的操作
- 继续在为请求 1 交付的 Word 文件中进行修改，因此此前的所有编辑均予以保留。
- 第 5.9 条：本协议现受香港法律管辖，争议由香港国际仲裁中心（HKIAC）依其《机构仲裁规则》以仲裁解决，仲裁地为香港，独任仲裁员，使用英语。禁令例外条款仍予保留，改为可向任何有管辖权的法院申请临时救济或禁令救济。
- 营业日（Business Day）：改为香港公众假期。定义中还删去了“bank or”。
- 第 5.10 条：“bring proceedings”改为“commence arbitration proceedings in accordance with clause 5.9”，禁令措辞亦与第 5.9 条一致。交叉引用仍指向正确的条款。
- 保留了公司自身的描述不变：它仍然在英格兰和威尔士注册。
修改内容再次直接写入了文件。以下是针对请求 1 和请求 2 文件生成的修订对照报告，仅显示本次请求所更改的内容。页面顶部针对原始文件与最终文件的对照报告，则将两轮修改合并在同一份修订稿中。
1. DEFINITIONS
a Business Day:
Monday to Friday (inclusive) except bank or public holidays in England and WalesHong Kong;
5. GENERAL
5.9Governing law: This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement, except that either party may bring proceedings for an injunction in anythe laws of Hong Kong. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat of arbitration shall be Hong Kong. The tribunal shall consist of one arbitrator, unless the parties agree otherwise, and the language of the arbitration shall be English. Nothing in this clause shall prevent either party from seeking interim or injunctive relief from any court of competent jurisdiction.
5.10Escalation: If the parties are unable to reach agreement on any issue concerning this Agreement or the Project within 14 days after one party has notified the other of that issue, they will refer the matter to Professor Alan Whitcombe, Pro-Vice-Chancellor (Research) in the case of the University, and to Dr Mei Lin Wong, Chief Technology Officer in the case of the Company in an attempt to resolve the issue within 14 days after the referral. Either party may bringcommence arbitration proceedings in accordance with clause 5.9 if the matter has not been resolved within that 14 day period, and either party may apply to the court for an injunctionseek interim or injunctive relief from any court of competent jurisdiction whether or not any issue has been escalated under this clause.
已做标记的保密协议本身，而非修改内容的摘要
大多数 AI 工具对修改请求的回复是在聊天窗口中提供建议措辞，然后由人工重新输入到协议中。 直接在 Word 文件中进行工作，根据您自己的文档进行填写，保持编号和表格不变，其修订对照报告可为对方提供红线修改稿。
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