實作範例 · 在 WORD 中修訂合約
根據交易資料表填寫保密協議（NDA）空白處，並適用香港法律
一名代表大學衍生公司的律師收到該大學的標準保密協議（Word 檔案），並附上律師事務所的交易資料表。他們請 依交易資料表填寫所有空白處，並為客戶做出四項商業修改，其餘一律不變。
在同一個檔案內填寫了雙方當事人、日期、專案、通知表、爭議處理負責人及簽署區，縮短保密期限，擴大獲准查閱資料的人員範圍，並縮短資訊自由法（FOI）要求的回應時間。其後，律師事務所合夥人要求改用香港法律及香港國際仲裁中心（HKIAC）仲裁； 因而重寫準據法條款，並相應調整爭議上呈處理條款。
1上傳檔案：大學的保密協議與事務所的交易備忘錄
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頁數、表格和欄寬保持不變
- 0個條款編號被更改（含重複的 5.3）
- 21 / 21交付的措辭檢查已通過
- 1留待律師決定的可選括號
每項修訂，逐列呈現
列出 AI 的每項修訂，讓所有改動都清楚可見。這裡展示本次執行兩個要求的修訂，每個有改動的段落或表格列各佔一列。關閉「顯示修訂」即可閱讀最終文字。
開啟真實檔案
這些是執行時的實際檔案。請下載並在 Word 中開啟。
檔案來源： 蘭伯特工具包（Lambert Toolkit），英國智慧財產局. 包含根據開放政府授權 3.0（Open Government Licence v3.0）授權的公共部門資訊。交易資料表、大學、公司及其中提及的每個人均屬虛構，為本次測試而編造。
01 · 起始檔案
一份 7 頁的 NDA 範本與一份 2 頁的交易資料表
NDA 是英國政府 Lambert 工具包中用於大學與企業合作的範本保密協議：包括封面、五個自動編號的條款、定義表、通知表和簽署區。它充滿了方括號內的空白處和可供選擇的替代措辭，並以起草備註和標明尚未批准的橫幅開頭。
該工具包以舊版 .doc 檔案發布協議；我們在上傳前用 LibreOffice 將其另存為 .docx。交易資料表是由兩欄表格組成的 Word 檔案，律師事務所通常就是這樣保存的。
02 · 要求 1
「依交易資料表填妥所有空白，並標註我們的修改要點」
律師輸入的內容
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.
的處理方式
- 直接編輯了上傳的 Word 檔案本身。條款編號、四個表格及其欄寬均保持原樣，協議仍然是 7 頁。
- 依交易資料表填妥空白處：日期（2026 年 10 月 12 日，封面及協議內均有）、雙方當事人及其公司編號和登記地址、專案、雙方的通知代表及地址、兩位爭議處理負責人及兩位簽署人。「Fax number」改為「Email」，並填入雙方的電子郵件地址。
- 第 2.1 條：保密期改為自接收之日起 5 年，[3][5][7][10] 選項及「[date of this Agreement]」已被刪除。
- 第 2.3 條：新增一句，允許公司在同等保密義務下向其專業顧問及潛在投資者披露。
- 第 2.4 條：使用定義術語，將公司的 FOI 回應時間從 10 天改為 5 個營業日。
- 刪除了開頭的備註和「NOT APPROVED」橫幅，並保留管轄法律條款不變。
提示要求使用追蹤修訂，但 直接將修改寫入檔案。下方的紅線對照是以 的「建立追蹤修訂報告」在修改前後兩個檔案上產生的。
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
律師需要再三確認之處： 在未被要求的情況下作出了兩個範本選擇。第 4.1 條保留了「This Agreement」而非「Subject to clause 2.1, this Agreement」，營業日定義中的「[England]」變成了公司註冊地「England and Wales」。保密資訊定義中仍有一個選項帶有括號：「[and identified as confidential before or at the time of disclosure]」。
03 · 要求 2
「合夥人想改用香港法律」
律師輸入的內容
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.
的處理方式
- 繼續在為要求 1 交付的 Word 檔案中作業，因此之前的所有修改都仍然保留。
- 第 5.9 條：本協議現受香港法律管轄，爭議由香港國際仲裁中心（HKIAC）依《機構仲裁規則》以仲裁解決，仲裁地為香港，由一名仲裁員以英語進行。禁制令例外條款仍予保留，改為可向任何有管轄權的法院申請臨時救濟或禁制令救濟。
- 營業日（Business Day）：改為香港公眾假期。定義中亦刪去了「bank or」。
- 第 5.10 條：「bring proceedings」改為「commence arbitration proceedings in accordance with clause 5.9」，禁制令措辭亦與第 5.9 條相符。交叉參照仍然指向正確的條款。
- 保留公司自身的描述不變：它仍然在英格蘭和威爾斯註冊。
修改內容再次直接寫入了檔案。以下是針對要求 1 與要求 2 檔案產生的修訂對照報告，僅顯示本次要求所更改的內容。頁面頂部針對原始檔案與最終檔案的報告，則將兩輪修改合併在同一份修訂對照中。
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.
NDA 本身已標記修改，而非更改內容的摘要
大多數 AI 工具對修訂要求的回應，是在聊天視窗中提供建議措辭，再由人工重新輸入協議。 直接在 Word 檔案中作業，依據您自己的文件填寫內容，保持編號和表格不變，其修訂對照報告可為對方提供紅線修訂稿。
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