NDA Review

NDA Review

Purpose

Produce a structured, attorney-ready review of a non-disclosure agreement (NDA) or confidentiality agreement. The skill identifies key terms, flags risk-allocation issues, assigns an overall triage rating, and proposes prioritized redline points. It produces draft legal work product for attorney review — not legal advice and not a final negotiating position.

Use When

• A user asks to "review this NDA," "check this confidentiality agreement," or "tell me what's risky here."
• A counterparty has sent an NDA and the user needs a first-pass risk read.
• The user wants a route / flag / stop call on whether an NDA can move toward signature.
• The user wants a redline priority list before negotiation.
• The user wants a plain-language summary of an NDA's obligations.

Required Inputs

• The full NDA text (uploaded or pasted). Do not review from a description alone.
• The client's role: disclosing party, receiving party, or mutual.
• The business context: what is being shared and why.
• The transaction context: whether this is a stand-alone commercial NDA, or part of an M&A, employment, or investment deal.
• Optional but recommended: the client's standard NDA positions or playbook — acceptable terms, "never accept" terms, mutuality default, required carve-outs, term and survival caps, and governing-law preferences. The review benchmarks against these where they are provided.
• Optional: the practice group's practice-profiles/contracts.md if it has been populated and is loaded alongside this skill. If present, the skill uses its Standard Positions and Escalation Thresholds tables to benchmark the output and to gate escalation. If absent, the skill proceeds without practice-profile benchmarking and asks the user to supply standing positions inline if needed.

If the NDA text is not provided, stop and request it. Do not reconstruct or assume contract language.

Do Not Use When

• The document is not an NDA (use contract-risk-review for general commercial agreements).
• The user needs a summary of tracked edits between drafts (use redline-summary).
• The confidentiality terms are one section of a larger commercial agreement (use contract-risk-review).
• The NDA is part of an M&A, employment, or investment transaction — confidentiality terms in those contexts carry deal-specific risk and should be reviewed with specialist counsel rather than triaged as a stand-alone commercial NDA.
• The request is for a statement of legal advice or a final negotiating position — those require an attorney.

Legal Safety Rules

• Source and citation discipline. Follow core/source-and-citation-discipline.md. Never invent legal authority, citations, quotations, statutes, cases, regulations, filing deadlines, or procedural rules. Label what is a provided source, a user-provided fact, an assumption, a legal inference, or an item requiring attorney verification, and use a citation placeholder such as [Attorney to insert authority] when no source is available.
• Produce draft legal work product for attorney review. This is not legal advice.
• Review only the language actually present in the provided document. Quote it accurately.
• Do not invent contract terms, defined terms, section numbers, or quotations.
• Do not invent statutes, regulations, or case law. If legal authority is relevant, mark it as an attorney verification item.
• Do not invent or assume deadlines. Treat any signing or negotiation deadline as user-supplied or unverified.
• A triage rating of GREEN ("clear to route for signature") is a workflow signal, not authorization to sign. Attorney review and sign-off remain required before any NDA is signed.
• Do not draft new clause language or restructure provisions. Propose the direction of a change and route substantive drafting to an attorney.
• Distinguish what the contract says from what you assume and from what the attorney must confirm.
• Preserve confidentiality and privilege: the review is attorney work product. Do not place client-sensitive facts into reusable templates.
• Flag every point of uncertainty rather than resolving it silently.
• Severity floor. Once an issue has been rated High priority in the prioritized redline points or risk table, that rating must not be silently downgraded. Any reduction in priority is an explicit attorney decision and must be recorded as such (e.g., "Downgraded from High to Medium by [attorney], [date], reason: [brief rationale]"). This applies regardless of the counterparty's explanation or commercial commonness of the provision.
• Profile reference is optional, not authoritative. Where practice-profiles/contracts.md is loaded, its Standard Positions and Escalation Thresholds inform the draft but never substitute for attorney judgment. The profile is a configuration record approved by the practice group; it is not legal advice and does not override the skill's normal attorney-verification gates. If the profile's standing positions conflict with the matter facts or with what the supervising attorney concludes, the attorney prevails.

Workflow

This skill draws on shared contract-review reference material in skills/contracts/references/: red-flags.md (red-flag catalogue), negotiability-ratings.md (six-rating negotiability rubric), market-benchmark-framework.md (benchmarking discipline and market-practice vocabulary), fallback-language-bank.md (sample preferred and fallback positions by clause type), document-type-checklists.md (per-document-type checklists), clause-category-checklist.md (cross-document clause-category completeness sweep), market-standard-baselines.md (open-standard baseline comparisons), and redline-output-guidance.md (how to frame redline direction). Consult them at the steps noted below.

1. Confirm inputs. Verify you have the full NDA text, the client's role, and the transaction context. If anything is missing, request it before proceeding.
2. Transaction-context check. If the NDA is part of an M&A, employment, or investment transaction, stop and route the matter to specialist counsel (see Do Not Use When). Continue only for stand-alone commercial NDAs.
3. Identify the structure. Locate and label the core provisions: parties, definition of Confidential Information, permitted use, standard exclusions, term and survival, return/destruction, remedies, and governing law. Use the NDA checklist in skills/contracts/references/document-type-checklists.md to confirm nothing is overlooked, and run the formation/term and restrictive-covenant groups of skills/contracts/references/clause-category-checklist.md as a fast completeness pass across clause categories before the deeper review.
4. Red flags quick scan. Run a fast first pass against the red-flag catalogue in skills/contracts/references/red-flags.md. Record each red-flag pattern present, or note that none surfaced in the scan. This scan orients the deeper review; it does not replace it.
5. Scope check. Scan for obligations that go beyond confidentiality — for example a standstill, exclusivity, non-solicitation, non-competition, IP assignment, a licensing grant, a right of first refusal, a most-favored-nation clause, broad arbitration, or a governing-law clause reaching beyond confidentiality disputes. Any such term means the document is more than an NDA: flag it prominently and raise the triage rating accordingly.
6. Summarize each key term in plain language, citing the section number as written.
7. Assess risk allocation from the client's role. A receiving party and a disclosing party care about opposite asymmetries; analyze from the client's actual position.
8. Benchmark against the client's standard positions. If a playbook was provided — either inline by the user or via the loaded practice-profiles/contracts.md Standard Positions section — note where the NDA matches it, where it deviates, and where any term hits a "never accept" position. Where the profile is loaded but a specific term is silent in its Standard Positions, treat that term as not addressed by the playbook and flag for attorney review. Record any market comparison using the discipline in skills/contracts/references/market-benchmark-framework.md: characterize each relevant term with the controlled vocabulary (Common, Aggressive, Unusual, Depends on Leverage, Needs Attorney Confirmation), state the basis and supporting source, and flag every characterization not backed by a playbook, comparable, counterparty prior form, or attorney-supplied norm as an attorney-verification item. AgentCounsel does not supply market data. For a stand-alone mutual or unilateral NDA, also consider a baseline comparison against the oneNDA open standard using skills/contracts/references/market-standard-baselines.md.
9. Flag missing or one-sided terms — for example, no standard exclusions, a perpetual term on all information, broad injunctive-relief language, or unilateral obligations in a document labeled "mutual."
10. Build the risk table using templates/nda-risk-table.md.
11. Rate negotiability. For each material issue, assign one of the six negotiability ratings from skills/contracts/references/negotiability-ratings.md — Must Push, Strong Push, Business Call, Acceptable if Balanced, Low Priority, or Do Not Spend Leverage — with a one-line rationale drawn from leverage, who drafted the form, the deal value, and any regulatory floor.
12. Draft prioritized redline points. Rank issues High / Medium / Low. For each, following skills/contracts/references/redline-output-guidance.md, state: the issue, why it matters, a Preferred Position, a Fallback Position, and a Suggested Redline Direction — the direction of the change, not final clause language unless the user asks for it. Use skills/contracts/references/fallback-language-bank.md to help articulate preferred and fallback positions. Route substantive drafting to an attorney.
13. Internal consistency check. Confirm that defined terms, party names, cross-references, and section numbers are used consistently throughout the NDA. Flag any defined-but-unused term, used-but-undefined term, broken cross-reference, mismatched party label, or numbering gap.
14. Assign an overall triage rating:
    • GREEN — clear to route for signature. Terms are consistent with the client's role and standard positions; no obligations beyond confidentiality; no missing protection that matters for the client's role. Attorney sign-off is still required.
    • YELLOW — flag for negotiation or approver review. One or more terms deviate from the client's standard positions or are one-sided but not dealbreakers; or a playbook is silent on a material term; or the scope check found a non-confidentiality term that needs review.
    • RED — stop and escalate. A term hits a "never accept" position; there is a structural mismatch (such as unilateral obligations in a "mutual" NDA, or a perpetual term on all information); or the document carries significant non-confidentiality obligations or arises in an M&A, employment, or investment context.
15. List attorney verification items — governing-law implications, enforceability questions, every unverified benchmark, and anything requiring legal judgment.
16. Draft a business-friendly summary. Produce a short, plain-language summary for non-lawyer stakeholders: the overall posture, the few terms that matter most, what to push on and why, and what — if anything — would stop signature. Use the stakeholder-communication language patterns in skills/contracts/references/negotiability-ratings.md. Avoid legal jargon.
17. Assemble the output and label it as a draft for attorney review.

Output Format

Deliver:

1. Triage Rating — GREEN / YELLOW / RED, with a one-line rationale.
2. Summary — 3-5 sentences: document type, client role, overall risk posture.
3. Red Flags Quick Scan — each red-flag pattern from skills/contracts/references/red-flags.md found in the NDA, or a note that none surfaced in the scan.
4. Key Terms Table — plain-language summary with section references.
5. Scope Check — whether the document contains obligations beyond confidentiality, and which.
6. Risk Table — from templates/nda-risk-table.md.
7. Negotiability Table — a table covering each material issue, with columns: Issue | Negotiability Rating | Basis | Recommended Lawyer Action. The Negotiability Rating is one of the six ratings defined in skills/contracts/references/negotiability-ratings.md (Must Push, Strong Push, Business Call, Acceptable if Balanced, Low Priority, Do Not Spend Leverage); the Basis is a one-line rationale.
8. Market Practice Notes — any market comparison, recorded using skills/contracts/references/market-benchmark-framework.md. Characterize each relevant term with the controlled vocabulary (Common, Aggressive, Unusual, Depends on Leverage, Needs Attorney Confirmation), state the basis and supporting source, and flag every characterization not backed by a playbook, comparable, counterparty prior form, or attorney-supplied norm for attorney verification. AgentCounsel does not supply market data.
9. Prioritized Redline Points — High / Medium / Low. Each point states the issue and why it matters, a Preferred Position, a Fallback Position, and a Suggested Redline Direction (direction of change, not final language), following skills/contracts/references/redline-output-guidance.md. Use skills/contracts/references/fallback-language-bank.md to help articulate preferred and fallback positions.
10. Business-Friendly Summary — a short, plain-language summary for non-lawyer stakeholders: the overall posture, the few terms that matter most, what to push on and why, and what — if anything — would stop signature. Avoid legal jargon.
11. Internal Consistency Check — whether defined terms, party names, cross-references, and section numbers are used consistently, with any inconsistency flagged.
12. Attorney Verification Items — open questions and items requiring legal judgment.
13. Assumptions — every assumption made, listed explicitly.

Use placeholders like [CONFIRM: governing law] wherever information is missing. Do not fill gaps with invented content.

Optional: Business Stakeholder Summary

When the output will be used to brief a non-lawyer business stakeholder — a product owner, deal lead, people manager, founder, or executive — add a Business Stakeholder Summary as a clearly separated, plainly labeled section, following core/business-stakeholder-communication.md. Produce it only when the user requests it or when the audience is plainly a business decision-maker. It is an addition to the deliverable above — never a replacement for it, and never a substitute for attorney review. It contains:

• Business Summary — the bottom line in plain language, with unnecessary legal jargon removed and legal risk stated separately from business and commercial risk.
• Decision Needed — the specific business decision(s) now on the table, stated as concrete choices, each with its owner.
• Recommended Ask — the legal team's recommended position or course of action, framed as a recommendation for the business to weigh, not a decision made on its behalf.
• Fallback Position — the minimum acceptable alternative if the Recommended Ask cannot be achieved.
• Escalation Needed? — whether the matter should be escalated, to whom (senior management, the board, or outside counsel), and why — or a plain statement that no escalation is needed.

Attorney Verification Checklist

• The NDA text reviewed is complete and final.
• The client's role (disclosing / receiving / mutual) is correctly identified.
• The transaction context is confirmed; if the NDA arises in an M&A, employment, or investment deal, specialist counsel has been involved.
• The scope check is complete; if the document contains obligations beyond confidentiality, it has been reviewed as more than an NDA.
• All section references and quotations match the source document.
• No legal authority, statute, or case law has been asserted without verification.
• Enforceability of remedies and any restrictive covenants has been assessed under the governing law.
• Governing law and jurisdiction are appropriate for the client.
• Term and survival periods are acceptable for the type of information being shared.
• The triage rating and risk ratings reflect the client's standard positions, role, and leverage.
• The red-flag quick scan and the negotiability table have been reviewed; each of the six-scale negotiability ratings reflects the client's actual leverage and standard positions.
• Every market-practice characterization has a stated basis and supporting source; no market benchmark has been relied on without independent verification.
• Preferred and fallback positions reflect the client's actual leverage and standard positions.
• The business-friendly summary accurately reflects the review and neither overstates nor understates any risk.
• The internal consistency check is complete; defined terms and cross-references are sound.
• A GREEN rating has attorney sign-off before the NDA is signed.
• All assumptions and open items are resolved before the review is relied upon.
• If a practice profile was loaded: every Standard Position and Escalation Threshold that applies to the matter facts has been surfaced; deviations are flagged; profile-silent items are flagged as not-yet-addressed by the playbook.
• If no practice profile was loaded: any benchmarking or "standard position" framing in the output is grounded in user-supplied inline data, not assumed.