/triage-nda

name: triage-nda
description: Rapidly triage an incoming NDA and classify it as GREEN (standard approval), YELLOW (counsel review), or RED (full legal review). Use when a new NDA arrives from sales or business development, when screening for embedded non-solicits, non-competes, or missing carveouts, or when deciding whether an NDA can be signed under standard delegation.
argument-hint: "<NDA file or text>"

/triage-nda -- NDA Pre-Screening

> If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](../../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-compe