Triage Nda

What This Skill Does

• This skill rapidly triages incoming NDAs against standard screening criteria.
• It classifies the NDA for routing: standard approval, counsel review, or full legal review.
• It is designed to help legal teams quickly assess NDAs and prioritize their review efforts.

When to Use

Screening incoming NDAs for standard terms. Classifying NDAs for appropriate review routing. Identifying non-standard provisions in NDAs. Evaluating NDA structure (mutual vs. unilateral).Assessing NDA term lengths. Checking for prohibited provisions in NDAs.

Key Features

• Accepts NDAs in various formats (file, URL, text).
• Loads NDA screening criteria from local settings.
• Evaluates NDAs against screening criteria systematically.
• Identifies agreement structure and appropriateness.
• Checks for required carveouts and prohibited provisions.
• Classifies NDAs for routing (standard, counsel, full review).

Manual Installation

Manual installation View Full Skill Content The complete markdown content that gets installed/triage-nda -- NDA Pre-Screening

If you see unfamiliar placeholders or need to check which tools are connected, see CONNECTORS.md.

Triage the NDA: @$1

Rapidly triage incoming NDAs against standard screening criteria. Classify the NDA for routing: standard approval, counsel review, or full legal review.

Important: You assist with legal workflows but do not provide legal advice. All analysis should be reviewed by qualified legal professionals before being relied upon.

Invocation

/triage-nda

Workflow

Step 1: Accept the NDA

Accept the NDA in any format: File upload: PDF, DOCX, or other document format URL: Link to the NDA in a document system Pasted text: NDA text pasted directly

If no NDA is provided, prompt the user to supply one.

Step 2: Load NDA Playbook

Look for NDA screening criteria in local settings (e.g., legal.local.md).

The NDA playbook should define: Mutual vs. unilateral requirements Acceptable term lengths Required carveouts Prohibited provisions Organization-specific requirements

If no NDA playbook is configured: Proceed with reasonable market-standard defaults Note clearly that defaults are being used Defaults applied:

• Mutual obligations required (unless the organization is only disclosing)
• Term: 2-3 years standard, up to 5 years for trade secrets
• Standard carveouts required: independently developed, publicly available, rightfully received from third party, required by law
• No non-solicitation or non-compete provisions
• No residuals clause (or narrowly scoped if present)
• Governing law in a reasonable commercial jurisdiction

Step 3: Quick Screen

Evaluate the NDA against each screening criterion systematically.

1. Agreement Structure

[ ] Type identified: Mutual NDA, Unilateral (disclosing party), or Unilateral (receiving party) [ ] Appropriate for context: Is the NDA type appropriate for the business relationship? (e.g., mutual for exploratory discussions, unilateral for one-way disclosures) [ ] Standalone agreement: Confirm the NDA is a standalone agreement, not a confidentiality section embedded in a larger commercial agreement

2. Definition of Confidential Information

[ ] Reasonable scope: Not overbroad (avoid "all information of any kind whether or not marked as confidential") [ ] Marking requirements: If marking is required, is it workable? (Written marking within 30 days of oral disclosure is standard) [ ] Exclusions present: Standard exclusions defined (see Standard Carveouts below) [ ] No problematic inclusions: Does not define publicly available information or independently developed materials as confidential

3. Obligations of Receiving Party

[ ] Standard of care: Reasonable care or at least the same care as for own confidential information [ ] Use restriction: Limited to the stated purpose [ ] Disclosure restriction: Limited to those with need to know who are bound by similar obligations [ ] No onerous obligations: No requirements that are impractical (e.g., encrypting all communications, maintaining physical logs)

4. Standard Carveouts

All of the following carveouts should be present: [ ] Public knowledge: Information that is or becomes publicly available through no fault of the receiving party [ ] Prior possession: Information already known to the receiving party before disclosure [ ] Independent development: Information independently developed without use of or reference to confidential information [ ] Third-party receipt: Information rightfully received from a third party without restriction [ ] Legal compulsion: Right to disclose when required by law, regulation, or legal process (with notice to the disclosing party where legally permitted)

5. Permitted Disclosures

[ ] Employees: Can share with employees who need to know [ ] Contractors/advisors: Can share with contractors, advisors, and professional consultants under similar confidentiality obligations [ ] Affiliates: Can share with affiliates (if needed for the business purpose) [ ] Legal/regulatory: Can disclose as required by law or regulation

6. Term and Duration

[ ] Agreement term: Reasonable period for the business relationship (1-3 years is standard) [ ] Confidentiality survival: Obligations survive for a reasonable period after termination (2-5 years is standard; trade secrets may be longer) [ ] Not perpetual: Avoid indefinite or perpetual confidentiality obligations (exception: trade secrets, which may warrant longer protection)

7. Return and Destruction

[ ] Obligation triggered: On termination or upon request [ ] Reasonable scope: Return or destroy confidential information and all copies [ ] Retention exception: Allows retention of copies required by law, regulation, or internal compliance/backup policies [ ] Certification: Certification of destruction is reasonable; sworn affidavit is onerous

8. Remedies

[ ] Injunctive relief: Acknowledgment that breach may cause irreparable harm and equitable relief may be appropriate is standard [ ] No pre-determined damages: Avoid liquidated damages clauses in NDAs [ ] Not one-sided: Remedies provisions apply equally to both parties (in mutual NDAs)

9. Problematic Provisions to Flag

[ ] No non-solicitation: NDA should not contain employee non-solicitation provisions [ ] No non-compete: NDA should not contain non-compete provisions [ ] No exclusivity: NDA should not restrict either party from entering similar discussions with others [ ] No standstill: NDA should not contain standstill or similar restrictive provisions (unless M&A context) [ ] No residuals clause (or narrowly scoped): If a residuals clause is present, it should be limited to information retained in unaided memory of individuals and should not apply to trade secrets or patented information [ ] No IP assignment or license: NDA should not grant any intellectual property rights [ ] No audit rights: Unusual in standard NDAs

10. Governing Law and Jurisdiction

[ ] Reasonable jurisdiction: A well-established commercial jurisdiction [ ] Consistent: Governing law and jurisdiction should be in the same or related jurisdictions [ ] No mandatory arbitration (in standard NDAs): Litigation is generally preferred for NDA disputes

Step 4: Classify

Based on the screening results, assign a classification:

GREEN -- Standard Approval

All of the following must be true: NDA is mutual (or unilateral in the appropriate direction) All standard carveouts are present Term is within standard range (1-3 years, survival 2-5 years) No non-solicitation, non-compete, or exclusivity provisions No residuals clause, or residuals clause is narrowly scoped Reasonable governing law jurisdiction Standard remedies (no liquidated damages) Permitted disclosures include employees, contractors, and advisors Return/destruction provisions include retention exception for legal/compliance Definition of confidential information is reasonably scoped

Routing: Approve via standard delegatio