triage-nda

/triage-nda -- NDA Pre-Screening

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CONNECTORS.md

.

Triage the NDA: @$1

Rapidly triage incoming NDAs against standard screening criteria. Classify the NDA for routing: standard approval, counsel review, or full legal review.

Important

You assist with legal workflows but do not provide legal advice. All analysis should be reviewed by qualified legal professionals before being relied upon.

Invocation

/triage-nda

Workflow

Step 1: Accept the NDA

Accept the NDA in any format:

File upload

PDF, DOCX, or other document format

URL

Link to the NDA in a document system

Pasted text

NDA text pasted directly

If no NDA is provided, prompt the user to supply one.

Step 2: Load NDA Playbook

Look for NDA screening criteria in local settings (e.g.,

legal.local.md

).

The NDA playbook should define:

Mutual vs. unilateral requirements

Acceptable term lengths

Required carveouts

Prohibited provisions

Organization-specific requirements

If no NDA playbook is configured:

Proceed with reasonable market-standard defaults

Note clearly that defaults are being used

Defaults applied:

Mutual obligations required (unless the organization is only disclosing)

Term: 2-3 years standard, up to 5 years for trade secrets

Standard carveouts required: independently developed, publicly available, rightfully received from third party, required by law

No non-solicitation or non-compete provisions

No residuals clause (or narrowly scoped if present)

Governing law in a reasonable commercial jurisdiction

Step 3: Quick Screen

Evaluate the NDA against each screening criterion systematically.

1. Agreement Structure

Type identified

Mutual NDA, Unilateral (disclosing party), or Unilateral (receiving party)

Appropriate for context

Is the NDA type appropriate for the business relationship? (e.g., mutual for exploratory discussions, unilateral for one-way disclosures)

Standalone agreement

Confirm the NDA is a standalone agreement, not a confidentiality section embedded in a larger commercial agreement

2. Definition of Confidential Information

Reasonable scope

Not overbroad (avoid "all information of any kind whether or not marked as confidential")

Marking requirements

If marking is required, is it workable? (Written marking within 30 days of oral disclosure is standard)

Exclusions present

Standard exclusions defined (see Standard Carveouts below)

No problematic inclusions

Does not define publicly available information or independently developed materials as confidential

3. Obligations of Receiving Party

Standard of care

Reasonable care or at least the same care as for own confidential information

Use restriction

Limited to the stated purpose

Disclosure restriction

Limited to those with need to know who are bound by similar obligations

No onerous obligations

No requirements that are impractical (e.g., encrypting all communications, maintaining physical logs)

4. Standard Carveouts

All of the following carveouts should be present:

Public knowledge

Information that is or becomes publicly available through no fault of the receiving party

Prior possession

Information already known to the receiving party before disclosure

Independent development

Information independently developed without use of or reference to confidential information

Third-party receipt

Information rightfully received from a third party without restriction

Legal compulsion

Right to disclose when required by law, regulation, or legal process (with notice to the disclosing party where legally permitted)

5. Permitted Disclosures

Employees

Can share with employees who need to know

Contractors/advisors

Can share with contractors, advisors, and professional consultants under similar confidentiality obligations

Affiliates

Can share with affiliates (if needed for the business purpose)

Legal/regulatory

Can disclose as required by law or regulation

6. Term and Duration

Agreement term

Reasonable period for the business relationship (1-3 years is standard)

Confidentiality survival

Obligations survive for a reasonable period after termination (2-5 years is standard; trade secrets may be longer)

Not perpetual

Avoid indefinite or perpetual confidentiality obligations (exception: trade secrets, which may warrant longer protection)

7. Return and Destruction

Obligation triggered

On termination or upon request

Reasonable scope

Return or destroy confidential information and all copies

Retention exception

Allows retention of copies required by law, regulation, or internal compliance/backup policies

Certification

Certification of destruction is reasonable; sworn affidavit is onerous

8. Remedies

Injunctive relief

Acknowledgment that breach may cause irreparable harm and equitable relief may be appropriate is standard

No pre-determined damages

Avoid liquidated damages clauses in NDAs

Not one-sided

Remedies provisions apply equally to both parties (in mutual NDAs)

9. Problematic Provisions to Flag

No non-solicitation

NDA should not contain employee non-solicitation provisions

No non-compete

NDA should not contain non-compete provisions

No exclusivity

NDA should not restrict either party from entering similar discussions with others

No standstill

NDA should not contain standstill or similar restrictive provisions (unless M&A context)

No residuals clause

(or narrowly scoped): If a residuals clause is present, it should be limited to information retained in unaided memory of individuals and should not apply to trade secrets or patented information

No IP assignment or license

NDA should not grant any intellectual property rights

No audit rights

Unusual in standard NDAs

10. Governing Law and Jurisdiction

Reasonable jurisdiction

A well-established commercial jurisdiction

Consistent

Governing law and jurisdiction should be in the same or related jurisdictions

No mandatory arbitration

(in standard NDAs): Litigation is generally preferred for NDA disputes

Step 4: Classify

Based on the screening results, assign a classification:

GREEN -- Standard Approval

All

of the following must be true:

NDA is mutual (or unilateral in the appropriate direction)

All standard carveouts are present

Term is within standard range (1-3 years, survival 2-5 years)

No non-solicitation, non-compete, or exclusivity provisions

No residuals clause, or residuals clause is narrowly scoped

Reasonable governing law jurisdiction

Standard remedies (no liquidated damages)

Permitted disclosures include employees, contractors, and advisors

Return/destruction provisions include retention exception for legal/compliance

Definition of confidential information is reasonably scoped

Routing

Approve via standard delegation of authority. No counsel review required.

Action

Proceed to signature with standard delegation of authority

YELLOW -- Counsel Review Needed

One or more

of the following are present, but the NDA is not fundamentally problematic:

Definition of confidential information is broader than preferred but not unreasonable

Term is longer than standard but within market range (e.g., 5 years for agreement term, 7 years for survival)

Missing one standard carveout that could be added without difficulty

Residuals clause present but narrowly scoped to unaided memory

Governing law in an acceptable but non-preferred jurisdiction

Minor asymmetry in a mutual NDA (e.g., one party has slightly broader permitted disclosures)

Marking requirements present but workable

Return/destruction lacks explicit retention exception (likely implied but should be added)

Unusual but non-harmful provisions (e.g., obligation to notify of potential breach)

Routing

Flag specific issues for counsel review. Counsel can likely resolve with minor redlines in a single review pass.

Action

Counsel can likely resolve in a single review pass

RED -- Significant Issues

One or more

of the following are present:

Unilateral when mutual is required

(or wrong direction for the relationship)

Missing critical carveouts

(especially independent development or legal compulsion)

Non-solicitation or non-compete provisions

embedded in the NDA

Exclusivity or standstill provisions

without appropriate business context

Unreasonable term

(10+ years, or perpetual without trade secret justification)

Overbroad definition

that could capture public information or independently developed materials

Broad residuals clause

that effectively creates a license to use confidential information

IP assignment or license grant

hidden in the NDA

Liquidated damages or penalty provisions

Audit rights

without reasonable scope or notice requirements

Highly unfavorable jurisdiction

with mandatory arbitration

The document is not actually an NDA

(contains substantive commercial terms, exclusivity, or other obligations beyond confidentiality)

Routing

Full legal review required. Do not sign. Requires negotiation, counterproposal with the organization's standard form NDA, or rejection.

Action

Do not sign; requires negotiation or counterproposal Step 5: Generate Triage Report Output a structured report:

NDA Triage Report

Classification: [GREEN / YELLOW / RED] Parties: [party names] Type: [Mutual / Unilateral (disclosing) / Unilateral (receiving)] Term: [duration] Governing Law: [jurisdiction] Review Basis: [Playbook / Default Standards]

Screening Results