grailautomation/triage-nda

/legal:triage-nda -- NDA Pre-Screening

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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.

Invocation

/legal: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:

| Criterion | Check | |-----------|-------| | Mutual vs. Unilateral | Are obligations mutual? If unilateral, is that appropriate for the relationship? | | Definition of Confidential Information | Reasonable scope? Not overbroad (e.g., "all information of any kind")? | | Term | Within acceptable range? Reasonable for the type of information? | | Standard Carveouts | All required carveouts present? (independent development, public knowledge, third-party receipt, legal compulsion) | | Permitted Disclosures | Can share with employees, advisors, contractors who need to know? | | Return/Destruction | Reasonable obligations on termination? Allows retention of legal/compliance copies? | | Residuals | If present, narrowly scoped to unaided memory? | | Non-Solicitation | Any non-solicit provisions embedded? | | Non-Compete | Any non-compete provisions embedded? | | Injunctive Relief | Reasonable or one-sided? Pre-determined damages? | | Governing Law | Acceptable jurisdiction? | | Assignment | Reasonable assignment provisions? | | Unusual Provisions | Any non-standard clauses that don't belong in an NDA? |

Step 4: Classify

Based on the screening results, assign a classification:

GREEN -- Standard Approval

All criteria met. NDA is market-standard with no unusual provisions.

• Route: Can be approved and signed via standard process
• Action: Proceed to signature with standard delegation of authority

YELLOW -- Counsel Review Needed

One or more criteria have minor deviations that need review but are potentially acceptable:

• Definition of confidential information is broader than ideal but not unreasonable
• Term is longer than standard but within market range
• Residuals clause present but narrowly scoped
• Minor jurisdiction preference issue
• Missing one standard carveout that could be added
• Route: Flag specific issues for counsel review
• Action: Counsel can likely resolve in a single review pass

RED -- Significant Issues

One or more criteria have material deviations that pose risk:

• Unilateral obligations when mutual is required
• Missing critical carveouts (e.g., no independent development carveout)
• Non-solicitation or non-compete provisions embedded
• Unreasonable term (10+ years) without justification
• Overbroad definition that could capture public information
• Unusual provisions (exclusivity, audit rights, IP assignment)
• Highly unfavorable jurisdiction with no negotiation room
• Route: Full legal review required
• 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:

• GREEN: Suggest the user proceed to signature under their standard delegation of authority
• YELLOW: Identify which specific issues need counsel attention and suggest the user route to the appropriate reviewer
• RED: Recommend the user engage counsel for a full review, and provide a counterproposal NDA if the organization has a standard form

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