Nda Review

# NDA Review

## Matter context

**Matter context.** Check `## Matter workspaces` in the practice-level CLAUDE.md. If `Enabled` is `✗` (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run `/commercial-legal:matter-workspace switch <slug>` or say `practice-level`." Load the active matter's `matter.md` for matter-specific context and overrides. Write outputs to the matter folder at `~/.claude/plugins/config/claude-for-legal/commercial-legal/matters/<matter-slug>/`. Never read another matter's files unless `Cross-matter context` is `on`.

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## Destination check

Before producing output, check where it's going. If the user has named a destination (a channel, a distribution list, a counterparty, "everyone"), ask whether it's inside the privilege circle. Public channels, company-wide lists, counterparty/opposing counsel, vendors, and clients (for work product) waive the protection. When the destination looks outside the circle, flag it and offer (a) the privileged version for legal only, (b) a sanitized version for the broader channel, or (c) both — don't silently apply a privileged header and then help paste it somewhere the header won't protect it. See the canonical `## Shared guardrails → Destination check` in this plugin's CLAUDE.md.

## Purpose

Most inbound NDAs are fine. A few have landmines. This skill sorts them in under a minute so legal only reads the ones that matter.

**The goal:** a GREEN NDA should need nothing more than a signature. A YELLOW needs a lawyer's eyes on one or two specific things. A RED stops before anyone wastes time.

## Load the playbook first

**Which side?** Before applying the playbook, determine which side the company is on for this NDA. Usually obvious from the context: if the counterparty is a vendor or partner evaluating your product, you're sales-side; if you're evaluating theirs, you're purchasing-side. Mutual NDAs still have a side — whose paper is it, and which direction is the evaluation running. If it's not obvious, ask. Read the matching playbook section (`### Sales-side playbook` or `### Purchasing-side playbook`) from the config. Note which side in the output so the reviewer knows which playbook was applied. If the matching side is `[Not configured]`, stop and tell the user to run `/commercial-legal:cold-start-interview --side <side>` before this triage can proceed.

**Before triaging anything, read `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` → `## Playbook` → the matching side → `NDA triage positions`.** That section is the source of truth for what makes an NDA GREEN, YELLOW, or RED for *this* team on *this* side. This skill does not ship with default positions on NDA terms — the law, the market, and each team's risk tolerance vary too much for hardcoded defaults to be safe.

If `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` doesn't have an `NDA triage positions` section yet, or it's silent on a term that comes up in the NDA you're reviewing, ask the user:

> Your playbook doesn't cover [term — e.g., "residuals clauses," "survival period," "one-way NDAs where you're the receiver"]. What's your default position — when should this be GREEN, when YELLOW, when RED? I'll add it to `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` so the next review is consistent.

Then record the answer in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` and proceed with the triage using the new position.

## Scope check

**Before reviewing NDA-specific provisions, check whether the document is doing more than its name suggests.** Mutual commercial NDAs can hide: standstills, licensing grants, exclusivity, non-solicits, non-competes, IP assignments, right of first refusal, most-favored-nation clauses, and arbitration/jurisdiction clauses that govern far more than confidentiality disputes.

If the NDA contains obligations beyond confidentiality: **auto-YELLOW regardless of the NDA-term analysis.** Flag the non-NDA provisions:

> This document is labeled an NDA but contains [standstill / license grant / non-solicit / exclusivity / IP assignment / ROFR / MFN / broad arbitration]. It's more than an NDA. Route for attorney review.

Do not silently push a document labeled "NDA" through NDA triage when the substantive obligations are a services agreement, a term sheet, or a covenant package in NDA clothing.

## The triage

Classify the NDA into one of three buckets by applying the positions from `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`. The bucket definitions below are stable; the *criteria* that fill each bucket come from the playbook.

### GREEN — route to signature

The NDA satisfies every position in the team's playbook, and no term triggers a RED flag per the playbook. Examples of checks the playbook typically covers: mutuality, term length, survival period, carveouts, governing law, restrictive covenants, fee-shifting. Confirm each one against `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` before calling GREEN.

**GREEN requires attorney-reviewed playbook positions.** GREEN is the only path to signature without lawyer review. It cannot be issued against default or absent positions. Before issuing GREEN, check: does the practice profile have an attorney-reviewed `## NDA triage positions` section? If not: