NDA Triage, Redline Replies and Legal Briefings
Sort NDAs into sign, negotiate or escalate, draft counterparty redline replies with fallbacks, and brief execs, all against your playbook.
Before & after
Same prompt, same agent — the only difference is the skill.
I've reviewed the NDA you shared. Here are some general observations: The confidentiality obligations appear standard. The term is 5 years, which is on the longer side but not unusual for this type of agreement. A few things you might want to consider: - Check whether the definition of Confidential Information is mutual - Review the carve-outs for publicly available information - Consider whether the governing law clause is acceptable - Look at whether there are any non-solicitation provisions I'd recommend having a lawyer review this before signing, as I can't provide legal advice. Let me know if you have questions about any specific section!
NDA TRIAGE — Northwind Vendor Agreement
Playbook: .claude/legal.local.md · Delaware/NY/California defaults
RECOMMENDATION: SIGN AFTER 2 REDLINES
OFF-PLAYBOOK — negotiate
§4 Term — 7 years post-termination
Playbook standard: 3 years, 5 for trade secrets.
→ Redline: "three (3) years" · trade secrets survive indefinitely.
Fallback if pushed: 5 years flat. Walk-away: none, this is not fatal.
§9 Governing Law — Texas, exclusive jurisdiction Harris County
Playbook standard: Delaware or counterparty-neutral.
→ Redline: Delaware. Fallback: keep Texas law, strike exclusive venue.
ON-PLAYBOOK — no action
§1 Definition — mutual, symmetric obligations ✓
§2 Carve-outs — all four standard exclusions present ✓
§6 Return/destruction — 30 days on request ✓
§11 No license granted ✓
FLAGGED, NOT BLOCKING
§7 residual-knowledge clause. Permits use of unaided memory. Common and
acceptable for a vendor NDA; would be off-playbook in an M&A context.
ABSENT — confirm this is intentional
No non-solicit. Playbook doesn't require one at this tier, noting only
because the counterparty's prior drafts included it.
DRAFT RESPONSE — ready to send
"Thanks for sending this over. Two changes and we're good: term to three
years (trade secrets surviving indefinitely), and Delaware governing law.
Everything else is fine as drafted — redline attached."
Assists with review against your playbook; does not constitute legal advice.About this skill
Sales sends you five NDAs a day, a vendor just returned a markup that guts your liability cap, and the VP wants to know by 3pm whether they can sign. Generic AI summarizes the document and calls every clause 'standard'. This skill compares each document to your positions, works out which side you are on, and hands back decisions plus the minimal edit text.
What it does
- Triages one NDA or a batch into Sign / Negotiate / Escalate, with one row per document and detail only where action is needed
- Applies side-aware checks. A residuals clause or a one-way NDA is fine or dangerous depending on whether you disclose or receive.
- Catches obligations hidden in NDAs, such as non-solicits, standstills, feedback licenses, indemnities and exclusivity
- Drafts redline replies change by change: accept, counter or reject, with replacement text, a reason the other side can live with, and internal-only fallbacks
- Writes one-page briefings for executives. The bottom line comes first, risks are stated in business terms, and each open item has an owner.
- Builds or fills gaps in your playbook: preferred position, fallback, walk-away, and who approves
What you get
A triage table or issues list with exact replacement language, the assumptions it used (side, governing law, what is being shared), and at most three questions that would change the result.
Best for
In-house commercial and product counsel, legal ops, and founders or deal desks who handle NDA and vendor-paper volume without a full legal team.
SKILL.md preview
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name: nda-triage-redline-replies-legal-briefings
description: Triages NDAs and inbound commercial paper against the user's playbook (or a stated default), sorts each document into Sign / Negotiate / Escalate, drafts change-by-change replies to counterparty redlines with tiered fallbacks, and writes one-page legal briefings for business stakeholders. Use when the user says "triage these NDAs", "can we sign this NDA", "the vendor sent back redlines, draft our response", "their markup gutted our liability cap", "build us an NDA playbook", "summarize this contract for the VP", "sales keeps sending me NDAs and I can't keep up".
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# NDA Triage, Redline Replies and Legal Briefings
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