Westfield Bank
P2Tier 2 · HighMutual NDA · NDA_WestfieldBank_JV_v1.pdf · submitted 5 hours ago
Corporate / Strategic · P2
Approve sends it to Senior Corporate Counsel. Modify re-routes and teaches the engine. Resolve settles the redlines here and returns to Priya Nair. Return asks the RM for more.
What the engine read
Mutual NDA — JV exploration, competitively sensitive
How material it is
- Counterparty0.84
- Strategic0.71
- Regulatory0.34
- M&A0.18
- Data / Privacy0.10
Severity Tier 2 sets priority and SLA. Routing is decided by the Counterparty dimension (0.84) — the same severity with a different hot dimension routes to a different specialist. The vector routes, not the scalar.
This case sits 4 points below the 95% calibrated auto-route threshold — so it escalates to a human rather than auto-clearing.
Gate compares routing-decision confidence against system calibration (when the engine says 95%, observed accuracy must hold at 95%) — the SR 11-7 number.
Why this routing — policy basis
“Any non-disclosure agreement with a counterparty that competes with BankCo in a line of business, executed in connection with a joint venture, partnership, or strategic exploration, requires senior corporate counsel review. Agreements permitting use of residual knowledge require explicit scoping prior to execution.”
Counterparty is a competing regional lender + JV context + broad residuals clause → §5.1 review triggers fire.
JV NDAs with regional banks → Senior Corporate Counsel (not Junior pool, even at low standstill exposure)
Institutional rule learned 6 weeks ago — the engine is routing with the bank's own accumulated judgment.
Proposed resolution — suggested redlines
- §5.d — Residuals
Strike the unaided-memory residuals carve-out; limit to genuinely non-confidential information
A broad residuals clause lets a competitor retain and reuse BankCo's strategy disclosures. BankCo template excludes residuals for competitively sensitive counterparties.
- §1.c — Purpose
Narrow 'Purpose' to the specific co-branded SMB pilot; exclude broader lending strategy
An open-ended purpose invites over-broad disclosure to a competitor. Scope it to the evaluated transaction only.
- §7 — Term
Reduce confidentiality term 5 years → 3 years post-termination
Recent JV NDAs (FY24, 4 instances) settled at 3 years; 5 years is an outlier for exploratory talks.
- just nowTong · Senior Counsel, CorporateCase opened for review
- 5 hr agoIntake systemDocument received from Priya Nair (Corp Dev)
- 5 hr agoExtraction engine v3.18 signals extracted, mean confidence 0.9393%
- 5 hr agoMateriality engine v1.4Risk vector + severity computed: 0.71 (Tier 2). Counterparty + strategic dimensions hot.
- 5 hr agoRouting engine v1.4Destination: Senior Corporate Counsel. Auto-route gate: 0.91 < 0.95 → ESCALATE91%
Always here. Every claim on the left traces back to one of these.