nda-review

# NDA Review ## Purpose Produce a structured, attorney-ready review of a non-disclosure agreement (NDA) or confidentiality agreement. The skill identifies key terms, flags risk-allocation issues, assigns an overall triage rating, and proposes prioritized redline points. It produces draft legal work product for attorney review — not legal advice and not a final negotiating position. ## Use When - A user asks to "review this NDA," "check this confidentiality agreement," or "tell me what's risky here." - A counterparty has sent an NDA and the user needs a first-pass risk read. - The user wants a route / flag / stop call on whether an NDA can move toward signature. - The user wants a redline priority list before negotiation. - The user wants a plain-language summary of an NDA's obligations. ## Required Inputs - The full NDA text (uploaded or pasted). Do not review from a description alone. - The client's role: disclosing party, receiving party, or mutual. - The business context: what is being shared and why. - The transaction context: whether this is a stand-alone commercial NDA, or part of an M&A, employment, or investment deal. - Optional but recommended: the client's standard NDA positions or playbook — acceptable terms, "never accept" terms, mutuality default, required carve-outs, term and survival caps, and governing-law preferences. The review benchmarks against these where they are provided. - Optional: the practice group's `practice-profiles/contracts.md` if it has ...