Triage Nda

# /triage-nda -- NDA Pre-Screening

> If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](../../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/back