--- id: daily-triage-nda name: "triage-nda" url: https://skills.yangsir.net/skill/daily-triage-nda author: anthropics domain: legal tags: ["legal-compliance", "risk-management", "compliance", "document-review", "contract-analysis"] install_count: 1500 rating: 4.30 (20 reviews) github: https://github.com/anthropics/knowledge-work-plugins --- # triage-nda > 自动评估保密协议条款，识别高风险责任和例外情况，生成结构化审查报告以加速法务流程 **Stats**: 1,500 installs · 4.3/5 (20 reviews) ## Before / After 对比 ### NDA 审查效率 **Before**: 法务人员逐行阅读保密协议，标记责任条款、例外条款和管辖法律，一份 10 页 NDA 需要 45-60 分钟，容易遗漏关键风险点 **After**: AI 自动解析协议条款，识别责任边界、知识产权归属和争议管辖，3 分钟生成结构化风险清单和修改建议，确保关键风险无遗漏 | Metric | Before | After | Change | |---|---|---|---| | 审查时间 | 60分钟 | 3分钟 | -95% | ## Readme # triage-nda # /triage-nda -- NDA Pre-Screening If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](https://github.com/anthropics/knowledge-work-plugins/blob/HEAD/legal/skills/triage-nda/../../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 | Criterion | Status | Notes | |-----------|--------|-------| | Mutual Obligations | [PASS/FLAG/FAIL] | [details] | | Definition Scope | [PASS/FLAG/FAIL] | [details] | | Term | [PASS/FLAG/FAIL] | [details] | | Standard Carveouts | [PASS/FLAG/FAIL] | [details] | | [etc.] | | | ## Issues Found ### [Issue 1 -- YELLOW/RED] **What**: [description] **Risk**: [what could go wrong] **Suggested Fix**: [specific language or approach] [Repeat for each issue] ## Recommendation [Specific next step: approve, send for review with specific notes, or reject/counter] ## Next Steps 1. [Action item 1] 2. [Action item 2] ``` ### Step 6: Routing Suggestion Based on the classification, recommend the appropriate next step: Classification Recommended Action Typical Timeline GREEN Approve and route for signature per delegation of authority Same day YELLOW Send to designated reviewer with specific issues flagged 1-2 business days RED Engage counsel for full review; prepare counterproposal or standard form 3-5 business days For YELLOW and RED classifications: - Identify the specific person or role that should review (if the organization has defined routing rules) - Include a brief summary of issues suitable for the reviewer to quickly understand the key points - If the organization has a standard form NDA, recommend sending it as a counterproposal for RED-classified NDAs ## Common NDA Issues and Standard Positions ### Issue: Overbroad Definition of Confidential Information **Standard position**: Confidential information should be limited to non-public information disclosed in connection with the stated purpose, with clear exclusions. **Redline approach**: Narrow the definition to information that is marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. ### Issue: Missing Independent Development Carveout **Standard position**: Must include a carveout for information independently developed without reference to or use of the disclosing party's confidential information. **Risk if missing**: Could create claims that internally-developed products or features were derived from the counterparty's confidential information. **Redline approach**: Add standard independent development carveout. ### Issue: Non-Solicitation of Employees **Standard position**: Non-solicitation provisions do not belong in NDAs. They are appropriate in employment agreements, M&A agreements, or specific commercial agreements. **Redline approach**: Delete the provision entirely. If the counterparty insists, limit to targeted solicitation (not general recruitment) and set a short term (12 months). ### Issue: Broad Residuals Clause **Standard position**: Resist residuals clauses. If required, limit to: (a) general ideas, concepts, know-how, or techniques retained in the unaided memory of individuals who had authorized access; (b) explicitly exclude trade secrets and patentable information; (c) does not grant any IP license. **Risk if too broad**: Effectively grants a license to use the disclosing party's confidential information for any purpose. ### Issue: Perpetual Confidentiality Obligation **Standard position**: 2-5 years from disclosure or termination, whichever is later. Trade secrets may warrant protection for as long as they remain trade secrets. **Redline approach**: Replace perpetual obligation with a defined term. Offer a trade secret carveout for longer protection of qualifying information. ## Notes - If the document is not actually an NDA (e.g., it's labeled as an NDA but contains substantive commercial terms), flag this immediately as a RED and recommend full contract review instead - For NDAs that are part of a larger agreement (e.g., confidentiality section in an MSA), note that the broader agreement context may affect the analysis - Always note that this is a screening tool and counsel should review any items the user is uncertain about Weekly Installs476Repository[anthropics/know…-plugins](https://github.com/anthropics/knowledge-work-plugins)GitHub Stars11.0KFirst SeenMar 13, 2026Security Audits[Gen Agent Trust HubPass](/anthropics/knowledge-work-plugins/triage-nda/security/agent-trust-hub)[SocketPass](/anthropics/knowledge-work-plugins/triage-nda/security/socket)[SnykWarn](/anthropics/knowledge-work-plugins/triage-nda/security/snyk)Installed oncodex460gemini-cli457opencode457cursor456github-copilot455cline455 --- *Source: https://skills.yangsir.net/skill/daily-triage-nda* *Markdown mirror: https://skills.yangsir.net/api/skill/daily-triage-nda/markdown*