PaperclipOrg
Claude Agent Skill · by Anthropics

Triage Nda

Install Triage Nda skill for Claude Code from anthropics/knowledge-work-plugins.

Install
Terminal · npx
$npx skills add https://github.com/obra/superpowers --skill brainstorming
Works with Paperclip

How Triage Nda fits into a Paperclip company.

Triage Nda drops into any Paperclip agent that handles this kind of work. Assign it to a specialist inside a pre-configured PaperclipOrg company and the skill becomes available on every heartbeat — no prompt engineering, no tool wiring.

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Pre-configured AI company — 18 agents, 18 skills, one-time purchase.

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Source file
SKILL.md262 lines
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---name: triage-ndadescription: Rapidly triage an incoming NDA and classify it as GREEN (standard approval), YELLOW (counsel review), or RED (full legal review). Use when a new NDA arrives from sales or business development, when screening for embedded non-solicits, non-competes, or missing carveouts, or when deciding whether an NDA can be signed under standard delegation.argument-hint: "<NDA file or text>"--- # /triage-nda -- NDA Pre-Screening > If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](../../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 CarveoutsAll 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