alebgl77 Triage NDA — NDA Triage
"Fast NDA review"
Built for speed: seven screens, one verdict, ten minutes. Works on pasted NDA text or a file.
When to use
- "Can I just sign this NDA?" — the speed call
- "Sales needs this countersigned today" — deal-velocity triage
- "Is this NDA actually mutual?" — direction check
- Screening a batch of inbound NDAs before a partner event
- Confidentiality terms embedded in a larger agreement belong to
review-contract, not here
Workflow
- Ingest the NDA (pasted text or file). Confirm it is a standalone NDA; note parties, stated purpose, and our disclosure direction (mostly disclosing, mostly receiving, or both).
- Screen mutuality: obligations must run both ways if information does. One-way obligations against us while we disclose is RED territory.
- Check term and survival: an agreement term of 1-3 years and confidentiality survival of 2-5 years are standard; indefinite survival passes only for trade secrets.
- Check definition breadth: "Confidential Information" should be bounded — marked, or reasonably understood as confidential. Definitions sweeping in all business contacts or "any information disclosed by any means at any time" get flagged.
- Hunt embedded landmines: non-solicit, non-compete, exclusivity, or standstill clauses do not belong in an NDA — any one of them forces RED.
- Verify the four standard carve-outs: public knowledge, prior possession, independent development, compelled disclosure (with notice where lawful). Each missing carve-out is a YELLOW fix with insert language.
- Screen residuals and IP: a residuals clause broad enough to gut confidentiality is RED; any assignment of IP, feedback, or derivatives smuggled into an NDA is RED.
- Classify and deliver: GREEN — sign under standard delegation; YELLOW — apply the listed fixes, then sign; RED — route to full review with reasons quoted.
Output format
NDA TRIAGE — <counterparty> — <date>
Direction: <mutual / we disclose / we receive> Purpose: <one line>
VERDICT: <GREEN — sign under standard delegation | YELLOW — fix, then sign | RED — full review>
SCREENS
| Check | Result | Note |
|------------------------------------|--------|-------------------|
| Mutuality | PASS | |
| Term & survival | FLAG | <what and why> |
| Definition breadth | PASS | |
| Embedded non-solicit / non-compete | PASS | |
| Standard carve-outs (4) | FLAG | missing: <which> |
| Residuals clause | PASS | none present |
| IP assignment smuggling | PASS | none present |
FIXES (YELLOW verdicts)
1. <clause> — Quote: "<verbatim>" → Insert: "<replacement language>"
2. <clause> — Quote: "<verbatim>" → Insert: "<replacement language>"
RED REASONS (RED verdicts)
- <finding> — Quote: "<verbatim>" — why it forces full review
*Issue-spotting support, not legal advice — engage counsel for binding decisions.*
Quality bar
- Verdict is exactly one of GREEN / YELLOW / RED — no hedging
- All seven screens run and shown, passes included
- Every FLAG quotes the offending text verbatim
- Every YELLOW fix ships insert language — a YELLOW without fixes is a RED
- Embedded non-solicit, non-compete, exclusivity, or standstill always forces RED
- Triage completes on the NDA text alone, no outside context required
Example
Invocation: "BD forwarded this mutual NDA from Acme — okay to sign?" (NDA pasted)
Produces: Verdict YELLOW. Carve-outs missing independent development (insert provided); survival is seven years ("the obligations herein shall survive for seven (7) years") redlined to three; the other five screens pass. Two paste-ready fixes — sign under standard delegation once applied.
Issue-spotting support, not legal advice — engage counsel for binding decisions.