NDA Review Skill

The NDA Review skill provides a specialized, high-precision review flow dedicated entirely to Non-Disclosure Agreements (NDAs). It is designed to safeguard sensitive proprietary information and prevent organizations from inadvertently agreeing to restrictive or overreaching terms.

1. Description

This skill configures the AI Agent to perform a focused review of unilateral (one-way) or mutual commercial NDAs. It analyzes clauses from either a Discloser or Recipient perspective, outputting an organized tabular issue log that details risks, redline drafts, fallbacks, rationales, and action assignments.

2. Jurisdictions

• Jurisdiction-Agnostic: Because NDA mechanisms (such as confidentiality, standard of care, exclusions, and remedies) are globally standardized, the skill operates effectively across civil-law and common-law jurisdictions worldwide.

3. What It Does in Detail

Perspective-Based Analysis

Before starting, the user selects their negotiation stance:

• Discloser Perspective: The agent flags terms that fail to adequately protect the sharing party's data (e.g., narrow definitions of "Confidential Information", short survival periods, or too many exclusions).
• Recipient Perspective: The agent flags terms that place an excessive administrative burden or legal risk on the receiving party (e.g., broad definitions including verbal info without written confirmation, short return-of-data windows, or hidden non-solicitation clauses).

Tabular Issue Log Output

The skill organizes all findings into a structured table, providing:

1. Clause Name: (e.g., Definition of Confidential Information, Exclusions, Permitted Use, Term/Survival, Remedies).
2. Issue Description: Clear explanation of why the current draft is problematic.
3. Preferred Redline: Precise markdown redlines showing recommended text insertions or deletions.
4. Fallback Provision: Alternative compromise wording to offer during negotiation.
5. Negotiating Rationale: A professional explanation to copy-paste into emails or explain to the other side.
6. Action Owner & Deadline: Placeholders to delegate follow-up tasks to specific team members.

Critical Risk Flags Checked

• Survival Term: Checks if the obligation of confidentiality matches market standards (e.g., 2–5 years) or is unreasonably indefinite.
• Residuals Clauses: Flags clauses that let the recipient use "residuals" (ideas or concepts retained in memory) to prevent IP leakage.
• Non-Solicitation / Non-Compete: Flags non-disclosure agreements that sneakily insert non-solicit or non-compete restrictions.
• Governing Law / Forum Selection: Evaluates the convenience and risk of the chosen governing law and court location.

4. Recommendation (When to use)

Enable this skill when:

• Reviewing standard third-party NDAs sent by potential partners, vendors, or clients.
• Negotiating terms for M&A due diligence, fundraising, or strategic partnership evaluations.
• You need to quickly compile a standard issue list to send back to opposing counsel.