sboghossian Import: NDA Review (Jamie Tso)
What it does
This import adapter migrates a NDA review skill modelled on the Jamie Tso methodology into the mini-claude-for-legal standard format. The Tso NDA review approach is practitioner-sourced and technology-sector-oriented: it focuses on the practical enforceability of the confidentiality obligations, the commercial risk of residuals and carve-outs, and the interaction between the NDA and broader IP/employment arrangements.
This is distinct from the generic NDA triage (import-nda-triage-anthropic): the Tso review goes deeper on a specific NDA already in hand, rather than deciding whether to engage with it at all.
Import config
| Field | Source mapping | Default if absent |
|---|---|---|
nda_type |
Legacy type |
mutual |
sector |
Legacy sector |
technology |
governing_law |
Legacy governing_law |
DIFC |
review_depth |
Legacy depth |
full |
residuals_check |
Legacy check_residuals boolean |
true |
ip_interaction_check |
Legacy check_ip boolean |
true |
term_check |
Legacy check_term boolean |
true |
output_format |
Legacy format |
issue_table |
Dry-run preview
IMPORT PREVIEW — nda-review-jamie-tso
Source shape : Practitioner NDA review (Tso methodology)
NDA type : mutual
Sector : technology
Governing law : DIFC
Review depth : full
Residuals : checked
IP interaction: checked
Term/duration : checked
Output : issue_table
Review checklist (post-import)
Core obligation analysis
- Definition of Confidential Information — Is it broad enough to protect genuinely sensitive information? Is it narrow enough to be workable? Does it exclude public domain, prior knowledge, and independently developed information with appropriate carve-outs?
- Obligations of the receiving party — Non-disclosure, non-use, need-to-know access control, and protection standard (no lower than own confidential information).
- Permitted disclosures — Legal compulsion (with notice obligation?), regulatory, professional advisors (with binding confidentiality obligations on them?).
- Residuals clause — Does the NDA contain a residuals clause allowing the receiving party to use information retained in unaided memory? If yes, this is a significant carve-out; flag with HIGH severity in technology contexts.
- Term and duration — Duration of confidentiality obligation post-termination; perpetual obligations are unusual and may be unenforceable in some jurisdictions.
- Return/destruction — Obligations on termination; certifiable destruction standard.
- Remedies — Specific performance and injunctive relief clauses; liquidated damages provisions.
- IP ownership — Does the NDA inadvertently grant any licence or create any IP ownership risk?
- Employment / no-poach — Does the NDA contain non-solicitation provisions? Are they enforceable?
- Governing law and dispute resolution — Is the chosen forum appropriate and enforceable?
Technology-sector specific checks (Tso methodology)
- Source code and algorithms: are these explicitly within the definition of Confidential Information?
- Demo and trial use: if the receiving party gets access to a product, is the scope of permitted evaluation use clearly limited?
- Cloud/SaaS context: does the NDA address data residency and sub-contractor access (e.g. cloud providers processing confidential data)?
- Open-source contamination: flag any risk that use of information could require open-sourcing under reciprocal licences.
Jurisdictional enforceability notes
| Jurisdiction | Key enforceability issue |
|---|---|
| DIFC | Common law; injunctive relief readily available; residuals clause generally enforceable |
| UAE onshore | Civil law; confidentiality as trade secret protected under UAE Federal IP Law; penalty clauses assessed for proportionality |
| UK | Post-Brexit; common law; American Cyanamid test for interim injunctions; no equivalent to US trade-secrets statute |
| Lebanon | French-inspired civil code; breach of confidentiality can trigger tort liability (Art 124 Obligations Code); criminal penalties under specific sector laws |
| France | GDPR adds data-protection overlay; trade secrets protected under Loi relative au secret des affaires (2018) |
Common issues flagged by Tso methodology
- Residuals clause buried in definitions (easy to miss; HIGH severity)
- Confidential Information definition circular or tautological
- No obligation to notify disclosing party before compelled disclosure
- NDA signed by entity without authority to bind the group
- Governing law is US state with specific non-compete / trade-secret overlay not suitable for MENA deployment
Related skills
- [[import-nda-triage-anthropic]]
- [[review-nda-bilateral]]
- [[draft-nda-unilateral]]
- [[review-contract-generic]]
- [[import-tech-contract-negotiation-patrick-munro]]