/triage-nda

/triage-nda -- NDA Pre-Screening

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

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

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:

Criterion	Check
Mutual vs. Unilateral	Are obligations mutual? If unilateral, is that appropriate for the relationship?
Definition of Confidential Information	Reasonable scope? Not overbroad (e.g., "all information of any kind")?
Term	Within acceptable range? Reasonable for the type of information?
Standard Carveouts	All required carveouts present? (independent development, public knowledge, third-party receipt, legal compulsion)
Permitted Disclosures	Can share with employees, advisors, contractors who need to know?
Return/Destruction	Reasonable obligations on termination? Allows retention of legal/compliance copies?
Residuals	If present, narrowly scoped to unaided memory?
Non-Solicitation	Any non-solicit provisions embedded?
Non-Compete	Any non-compete provisions embedded?
Injunctive Relief	Reasonable or one-sided? Pre-determined damages?
Governing Law	Acceptable jurisdiction?
Assignment	Reasonable assignment provisions?
Unusual Provisions	Any non-standard clauses that don't belong in an NDA?

Step 4: Classify

Based on the screening results, assign a classification:

GREEN -- Standard Approval

All criteria met. NDA is market-standard with no unusual provisions.

• Route: Can be approved and signed via standard process
• Action: Proceed to signature with standard delegation of authority

YELLOW -- Counsel Review Needed

One or more criteria have minor deviations that need review but are potentially acceptable:

• Definition of confidential information is broader than ideal but not unreasonable
• Term is longer than standard but within market range
• Residuals clause present but narrowly scoped
• Minor jurisdiction preference issue
• Missing one standard carveout that could be added
• Route: Flag specific issues for counsel review
• Action: Counsel can likely resolve in a single review pass

RED -- Significant Issues

One or more criteria have material deviations that pose risk:

• Unilateral obligations when mutual is required
• Missing critical carveouts (e.g., no independent development carveout)
• Non-solicitation or non-compete provisions embedded
• Unreasonable term (10+ years) without justification
• Overbroad definition that could capture public information
• Unusual provisions (exclusivity, audit rights, IP assignment)
• Highly unfavorable jurisdiction with no negotiation room
• Route: Full legal review required
• Action: Do not sign; requires negotiation or counterproposal

Step 5: Generate Triage Report

Output a structured report:

## NDA Triage Report

**Classification**: [GREEN / YELLOW / RED]
**Parties**: [party names]
**Type**: [Mutual / Unilateral (disclosing) / Unilateral (receiving)]
**Term**: [duration]
**Governing Law**: [jurisdiction]
**Review Basis**: [Playbook / Default Standards]

## Screening Results

| Criterion | Status | Notes |
|-----------|--------|-------|
| Mutual Obligations | [PASS/FLAG/FAIL] | [details] |
| Definition Scope | [PASS/FLAG/FAIL] | [details] |
| Term | [PASS/FLAG/FAIL] | [details] |
| Standard Carveouts | [PASS/FLAG/FAIL] | [details] |
| [etc.] | | |

## Issues Found

### [Issue 1 -- YELLOW/RED]
**What**: [description]
**Risk**: [what could go wrong]
**Suggested Fix**: [specific language or approach]

[Repeat for each issue]

## Recommendation

[Specific next step: approve, send for review with specific notes, or reject/counter]

## Next Steps

1. [Action item 1]
2. [Action item 2]

Step 6: Routing Suggestion

Based on the classification:

• GREEN: Suggest the user proceed to signature under their standard delegation of authority
• YELLOW: Identify which specific issues need counsel attention and suggest the user route to the appropriate reviewer
• RED: Recommend the user engage counsel for a full review, and provide a counterproposal NDA if the organization has a standard form

Notes

• If the document is not actually an NDA (e.g., it's labeled as an NDA but contains substantive commercial terms), flag this immediately as a RED and recommend full contract review instead
• For NDAs that are part of a larger agreement (e.g., confidentiality section in an MSA), note that the broader agreement context may affect the analysis
• Always note that this is a screening tool and counsel should review any items the user is uncertain about