NDA Triage Skill
This document outlines a systematic framework for screening incoming Non-Disclosure Agreements within an in-house legal environment.
Core Structure
The skill uses a 10-point evaluation checklist covering agreement structure, confidential information definitions, receiving party obligations, standard carveouts, permitted disclosures, term duration, return/destruction provisions, remedies, problematic provisions, and governing law.
Classification System
GREEN (Standard Approval): Agreements meeting all standard criteria proceed through delegation of authority without counsel involvement.
YELLOW (Counsel Review): Documents with minor deviations -- such as broader than preferred but not unreasonable definitions or slightly extended timeframes -- require focused legal review for potential redlines.
RED (Significant Issues): Agreements containing problematic elements like missing critical carveouts, non-compete provisions, or overbroad definitions require full legal assessment before any execution.
Key Principle
The framework emphasizes that this assistance does not provide legal advice and all analysis should be reviewed by qualified legal professionals before reliance.
The document provides specific guidance on common issues like overbroad definitions, missing independent development carveouts, and improper non-solicitation provisions, offering standard positions and redlining approaches for each scenario.