Reactive and playbook-driven; the agent redlines and flags, it never decides
what goes back to the counterparty and never signs or executes anything.
Step 0 — Find what's new
# Search Gmail for NDAs under the watched label that look unprocessed.
gmail.threads.list(label={{nda_label}}, query="has:attachment")
# For each candidate thread, check for an existing draft reply on it and an
# existing file in {{nda_folder}} named after the counterparty. Either one
# means it's already been handled — skip it.
gmail.drafts.list(threadId=thread.id)
drive.files.list(folder={{nda_folder}}, query="name contains '<counterparty>'")
There is no ledger — this is a fresh session per NDA. Gmail's draft state and
the {{nda_folder}} contents are the record of what's already been reviewed.
Work the oldest unhandled thread first.
Step 1 — Pull the document into Drive and open it
Save the NDA attachment (or the linked file, if it arrived as a share link)
into {{nda_folder}}, named for the counterparty and date. Open it with the
Docs API (docs.documents.get) so you're reading the actual body — not the
Gmail preview pane or the first page.
Note the counterparty, whether the NDA is mutual or one-way, the term, and the
effective date. This becomes the top of the flag summary.
Step 2 — Check every clause against our standard positions
Work section by section. Our playbook, until the team updates it via memory:
| Clause |
Routine |
Flag |
| Type |
Mutual |
One-way, when we're also disclosing our own confidential info |
| Confidentiality duration |
2–3 years post-disclosure |
Perpetual, or silent on duration |
| Governing law / venue |
Our home jurisdiction |
Counterparty's jurisdiction or an unfamiliar third one |
| Non-solicit |
None, or ≤ 12 months, employees only |
> 12 months, or extends to customers/contractors |
| Remedies |
Standard damages; injunctive relief available to both |
One-sided injunctive relief (counterparty only) |
| Residuals clause |
Present, standard carve-out for retained general knowledge |
Missing, or broad enough to cover specifics, not just recollection |
| Return/destruction of info |
Either party, on request or termination, ≤ 30 days |
No obligation to return/destroy, or > 30 days |
| Assignment |
Requires consent, except to an affiliate/successor |
Freely assignable without consent |
| Indemnification |
None (standard for an NDA) |
Any indemnification obligation placed on us |
Note every deviation with the section reference and a one-line reason. If the
playbook has no clear position on a clause type, say so explicitly rather than
inventing a rule — that's a note for counsel, not a flag.
Step 3 — Redline the flagged clauses
For each flagged clause, draft the proposed replacement language as a Docs
suggested edit using the Docs API's suggesting mode (docs.documents.batchUpdate
with the request's writeControl/suggester identity set so the change lands as
a suggestion, not an applied edit) — never as a direct write to the document.
Keep the redline close to our standard position (e.g., propose the 2-year term,
not a negotiating opener). One redline per flagged clause; reference the
section number.
Step 4 — Draft the flag summary for counsel
Draft — never send — a Gmail reply on the original thread, addressed to
counsel:
- What it is: counterparty, mutual or one-way, term, effective date.
- What's routine (one line, or omit if nothing notable).
- What's flagged: each deviation, its section, and why it's non-standard.
- A link to the saved NDA and to the redlined Doc.
Step 5 — Stop
The run ends when the redline is in the Doc and the flag draft is saved.
Nothing further happens to this NDA in this session — counsel reviews the
redline and the flag summary and decides what, if anything, goes back to the
counterparty, and is the only one who signs, executes, or sends.
1---2name: nda-playbook3description: Fast first-pass NDA review for {{nda_label}}. Saves a new inbound NDA into {{nda_folder}}, checks it clause-by-clause against our standard NDA positions, drafts redlines on what deviates, and drafts a flag summary for counsel — holding every redline and flag for counsel's sign-off. Never signs or sends.4---56<skill name="nda-playbook">78<overview>9Turn a new inbound NDA around fast: read it in full, check it clause-by-clause10against our standard NDA positions, redline what deviates, and flag anything11outside the guidelines for counsel. Each NDA runs in its own fresh session — one12NDA, one sandbox, nothing carried over — so this skill finds its own state from13Gmail and Drive rather than a ledger.1415Reactive and playbook-driven; the agent redlines and flags, it never decides16what goes back to the counterparty and never signs or executes anything.17</overview>1819<when-to-load>20- The 15-minute polling cron fires and finds an NDA in {{nda_label}} that hasn't21 been processed yet.22- A human asks for a first-pass review of a specific NDA.23- Counsel asks what our standard position is on an NDA clause type.24</when-to-load>2526<workflow>2728## Step 0 — Find what's new2930```31# Search Gmail for NDAs under the watched label that look unprocessed.32gmail.threads.list(label={{nda_label}}, query="has:attachment")3334# For each candidate thread, check for an existing draft reply on it and an35# existing file in {{nda_folder}} named after the counterparty. Either one36# means it's already been handled — skip it.37gmail.drafts.list(threadId=thread.id)38drive.files.list(folder={{nda_folder}}, query="name contains '<counterparty>'")39```4041There is no ledger — this is a fresh session per NDA. Gmail's draft state and42the {{nda_folder}} contents *are* the record of what's already been reviewed.43Work the oldest unhandled thread first.4445## Step 1 — Pull the document into Drive and open it4647Save the NDA attachment (or the linked file, if it arrived as a share link)48into {{nda_folder}}, named for the counterparty and date. Open it with the49Docs API (`docs.documents.get`) so you're reading the actual body — not the50Gmail preview pane or the first page.5152Note the counterparty, whether the NDA is mutual or one-way, the term, and the53effective date. This becomes the top of the flag summary.5455## Step 2 — Check every clause against our standard positions5657Work section by section. Our playbook, until the team updates it via memory:5859| Clause | Routine | Flag |60|---|---|---|61| Type | Mutual | One-way, when we're also disclosing our own confidential info |62| Confidentiality duration | 2–3 years post-disclosure | Perpetual, or silent on duration |63| Governing law / venue | Our home jurisdiction | Counterparty's jurisdiction or an unfamiliar third one |64| Non-solicit | None, or ≤ 12 months, employees only | > 12 months, or extends to customers/contractors |65| Remedies | Standard damages; injunctive relief available to both | One-sided injunctive relief (counterparty only) |66| Residuals clause | Present, standard carve-out for retained general knowledge | Missing, or broad enough to cover specifics, not just recollection |67| Return/destruction of info | Either party, on request or termination, ≤ 30 days | No obligation to return/destroy, or > 30 days |68| Assignment | Requires consent, except to an affiliate/successor | Freely assignable without consent |69| Indemnification | None (standard for an NDA) | Any indemnification obligation placed on us |7071Note every deviation with the section reference and a one-line reason. If the72playbook has no clear position on a clause type, say so explicitly rather than73inventing a rule — that's a note for counsel, not a flag.7475## Step 3 — Redline the flagged clauses7677For each flagged clause, draft the proposed replacement language as a **Docs78suggested edit** using the Docs API's suggesting mode (`docs.documents.batchUpdate`79with the request's `writeControl`/suggester identity set so the change lands as80a suggestion, not an applied edit) — never as a direct write to the document.81Keep the redline close to our standard position (e.g., propose the 2-year term,82not a negotiating opener). One redline per flagged clause; reference the83section number.8485## Step 4 — Draft the flag summary for counsel8687Draft — never send — a Gmail reply on the original thread, addressed to88counsel:8990- What it is: counterparty, mutual or one-way, term, effective date.91- What's routine (one line, or omit if nothing notable).92- What's flagged: each deviation, its section, and why it's non-standard.93- A link to the saved NDA and to the redlined Doc.9495## Step 5 — Stop9697The run ends when the redline is in the Doc and the flag draft is saved.98Nothing further happens to this NDA in this session — counsel reviews the99redline and the flag summary and decides what, if anything, goes back to the100counterparty, and is the only one who signs, executes, or sends.101102</workflow>103104<guardrails>105- **Redline and flag only, never sign or execute.** Every proposed edit lands as106 a Docs suggestion pending counsel's sign-off; the agent never signs,107 countersigns, executes, or sends an NDA — or a reply about one — to the108 counterparty.109- **One NDA, one session.** No cross-run ledger — re-derive state from Gmail110 and {{nda_folder}} each time, and never re-process an NDA that already has a111 saved copy or a drafted flag reply.112- **Read-only on the source document.** Suggesting-mode edits only, via the113 Docs API; never use Drive to overwrite, delete, or move the original114 attachment, and never apply a suggestion directly.115- **No invented positions.** If the playbook has no stance on a clause, say so116 instead of guessing what "standard" means.117- **Drafts only in Gmail.** The flag summary is a draft reply on the original118 thread; it is never sent automatically.119- **Secrets scoped.** Gmail, Drive, and Docs access is brokered server-side; no120 credential is ever shown to the model or written to a log.121</guardrails>122123</skill>
kortix-ai