/triage-nda -- NDA Pre-Screening

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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.

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

Step 2: Load NDA Playbook

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

If no NDA playbook is configured:

• Proceed with reasonable market-standard defaults
• 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:

1. Agreement Structure

• Type identified: Mutual NDA, Unilateral (disclosing party), or Unilateral (receiving party)
• Appropriate for context
• Standalone agreement (not embedded in larger commercial agreement)

2. Definition of Confidential Information

• Reasonable scope
• Marking requirements workable
• Exclusions present
• No problematic inclusions

3. Obligations of Receiving Party

• Standard of care: Reasonable care
• Use restriction: Limited to stated purpose
• Disclosure restriction: Limited to need-to-know
• No onerous obligations

4. Standard Carveouts

All of the following should be present:

• Public knowledge
• Prior possession
• Independent development
• Third-party receipt
• Legal compulsion

5. Permitted Disclosures

• Employees, contractors/advisors, affiliates, legal/regulatory

6. Term and Duration

• Agreement term: 1-3 years standard
• Confidentiality survival: 2-5 years standard
• Not perpetual

7. Return and Destruction

• Obligation triggered on termination or request
• Retention exception for legal/compliance
• Certification reasonable (not sworn affidavit)

8. Remedies

• Injunctive relief acknowledgment is standard
• No pre-determined damages
• Not one-sided

9. Problematic Provisions to Flag

• No non-solicitation
• No non-compete
• No exclusivity
• No standstill
• No residuals clause (or narrowly scoped)
• No IP assignment or license
• No audit rights

10. Governing Law and Jurisdiction

• Reasonable jurisdiction
• Consistent governing law and jurisdiction
• No mandatory arbitration

Step 4: Classify

GREEN -- Standard Approval

All standard criteria met. No problematic provisions. Action: Approve via standard delegation of authority.

YELLOW -- Counsel Review Needed

Minor deviations present but NDA not fundamentally problematic. Action: Counsel can likely resolve in a single review pass.

RED -- Significant Issues

Critical issues present (missing carveouts, non-compete, IP assignment, etc.). Action: Do not sign; requires negotiation or counterproposal.

Step 5: Generate Triage Report

## NDA Triage Report

**Classification**: [GREEN / YELLOW / RED]
**Parties**: [party names]
**Type**: [Mutual / Unilateral]
**Term**: [duration]
**Governing Law**: [jurisdiction]

## Screening Results

| Criterion | Status | Notes |
|-----------|--------|-------|
| Mutual Obligations | [PASS/FLAG/FAIL] | [details] |
| Definition Scope | [PASS/FLAG/FAIL] | [details] |
| Standard Carveouts | [PASS/FLAG/FAIL] | [details] |
| [etc.] | | |

## Issues Found
### [Issue -- YELLOW/RED]
**What**: [description]
**Risk**: [what could go wrong]
**Suggested Fix**: [specific language or approach]

## Recommendation
[Specific next step]

Common NDA Issues and Standard Positions

Overbroad Definition of Confidential Information

Standard position: Limited to non-public information disclosed in connection with stated purpose.

Missing Independent Development Carveout

Risk: Could create claims that internally-developed products were derived from counterparty's confidential information.

Non-Solicitation of Employees

Standard position: Does not belong in NDAs. If insisted upon, limit to targeted solicitation with short term (12 months).

Broad Residuals Clause

Standard position: Resist. If required, limit to unaided memory, exclude trade secrets and patents.

Perpetual Confidentiality Obligation

Standard position: 2-5 years. Trade secrets may warrant longer protection.