# Nda Playbook > 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. - Skill: `kortix-ai/nda-playbook` (Agent Skill) - Install (CLI): `npx skillmds@latest add kortix-ai/nda-playbook` - Raw SKILL.md: https://api.skillmd.com/api/skills/kortix-ai/nda-playbook/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: kortix-ai (https://skillmd.com/u/kortix-ai) - Updated: 2026-09-10 - Page: https://skillmd.com/skills/kortix-ai/nda-playbook --- Turn a new inbound NDA around fast: read it in full, check it clause-by-clause against our standard NDA positions, redline what deviates, and flag anything outside the guidelines for counsel. Each NDA runs in its own fresh session — one NDA, one sandbox, nothing carried over — so this skill finds its own state from Gmail and Drive rather than a ledger. Reactive and playbook-driven; the agent redlines and flags, it never decides what goes back to the counterparty and never signs or executes anything. - The 15-minute polling cron fires and finds an NDA in {{nda_label}} that hasn't been processed yet. - A human asks for a first-pass review of a specific NDA. - Counsel asks what our standard position is on an NDA clause type. ## 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 ''") ``` 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. - **Redline and flag only, never sign or execute.** Every proposed edit lands as a Docs suggestion pending counsel's sign-off; the agent never signs, countersigns, executes, or sends an NDA — or a reply about one — to the counterparty. - **One NDA, one session.** No cross-run ledger — re-derive state from Gmail and {{nda_folder}} each time, and never re-process an NDA that already has a saved copy or a drafted flag reply. - **Read-only on the source document.** Suggesting-mode edits only, via the Docs API; never use Drive to overwrite, delete, or move the original attachment, and never apply a suggestion directly. - **No invented positions.** If the playbook has no stance on a clause, say so instead of guessing what "standard" means. - **Drafts only in Gmail.** The flag summary is a draft reply on the original thread; it is never sent automatically. - **Secrets scoped.** Gmail, Drive, and Docs access is brokered server-side; no credential is ever shown to the model or written to a log.