Reference: fast triage of inbound NDAs into GREEN / YELLOW / RED so the team only spends lawyer time on the ones that need it. Built for sales and BD to self-serve before pinging legal. Loaded by /commercial-legal:review when an NDA is detected.

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 . 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: I can't issue GREEN without attorney reviewed NDA positions in your practice profile. Run /commercial legal:cold start interview full with your commercial counsel to set them, or route this NDA for attorney review. Issuing GREEN against defaults means a non lawyer set the positions the next non lawyer relies on. Do not route to signature on defaults. YELLOW is the right call when positions are missing — it surfaces the NDA to a human who can decide. Output: Prepend the work product header from ~/.claude/plugins/config/claude for legal/commercial legal/CLAUDE.md Outputs (it differs by user role — see Who's using this ). Before proceeding past GREEN to signature: Read Who's using this in ~/.claude/plugins/config/claude for legal/commercial legal/CLAUDE.md . If the Role is Non lawyer: This step has legal consequences (countersigning an NDA binds the company). Have you reviewed this with an attorney? If yes, proceed. If no, here's a brief to bring to them: [Generate a 1 page summary: counterparty, NDA direction (mutual / one way), the playbook checks run, anything the playbook didn't cover, what could go wrong if signed as is, and the three things to ask the attorney.] If you need to find an attorney, solicitor, barrister, or other authorised legal professional: contact your professional regulator (state bar in the US, SRA/Bar Standards Board in England & Wales, Law Society in Scotland/NI/Ireland/Canada/Australia, or your jurisdiction's equivalent) for a referral service. Do not proceed past this gate without an explicit yes. YELLOW — needs a lawyer's eyes on specific items One or more terms deviate from the playbook but aren't categorical deal breakers, OR a term appears that the playbook doesn't address. Surface each item individually so the approver can make the call. Output: Prepend the work product header from ~/.claude/plugins/config/claude for legal/commercial legal/CLAUDE.md Outputs (it differs by user role — see Who's using this ). RED — stop, talk to legal first The NDA hits a position on the playbook's "never accept" list, or the structure of the agreement is incompatible with the team's standard posture (e.g., a one way NDA where the team's playbook requires mutual; a perpetual term where the playbook caps at a finite period; governing law on the "never" list). Output: Prepend the work product header from ~/.claude/plugins/config/claude for legal/commercial legal/CLAUDE.md Outputs (it differs by user role — see Who's using this ). Redline granularity Edit at the smallest possible granularity. A redline is a negotiation artifact, not a rewrite. Wholesale clause replacement signals "we threw out your drafting" — it's aggressive, it forces the counterparty to re read the whole clause, and it discards the parts of their drafting that were fine. Surgical redlines — strike a word, insert a phrase, restructure a subclause — signal "we have specific asks" and are faster to read, understand, and accept. Default to the smallest edit that achieves the playbook position: Replace a word before a phrase. ("twelve (12)" → "twenty four (24)") Replace a phrase before a sentence. ("paid by the Buyer" → "paid and payable by the Buyer") Restructure a subclause before replacing the sentence. (Add "(a)" and "(b)" to split a compound condition.) Replace a sentence before replacing the clause. Only replace a whole clause when the counterparty's version is so far from your position that surgical edits would be harder to read than a fresh draft — and when you do, say so in the transmittal: "We've replaced §8.2 rather than marking it up because the changes were extensive. Happy to walk you through the delta." When in doubt, smaller. A client who receives a surgical redline trusts that you read carefully. A client who receives a wholesale replacement wonders whether you read at all. Jurisdiction assumption This triage applies the governing law and restrictive covenant positions recorded in ~/.claude/plugins/config/claude for legal/commercial legal/CLAUDE.md . Legal rules (enforceability of non competes, non solicits, fee shifting, choice of law) vary materially by jurisdiction. If the NDA involves a jurisdiction outside the team's configured posture, flag it in the output and note that the triage may not transfer as written. Output rules Complexity filter: If addressing an issue would require drafting new language, restructuring a clause, or inserting substantive new provisions — do not attempt it. Instead write: "Section [X] — route to Legal for review." Only include simple, mechanical actions in the Executive Summary (strike, delete, replace a word or phrase). Clean NDA rule: If the NDA passes all checks with no flags, the Executive Summary should say only: "No red flags identified. Route for signature per standard process." Do not produce a lengthy report for a clean NDA. Detailed check reference For each check below, the bucket (GREEN/YELLOW/RED) is determined by ~/.claude/plugins/config/claude for legal/commercial legal/CLAUDE.md . This skill lists the categories to check; it does not hardcode thresholds. Mutuality Is the NDA mutual or one way? Apply the team's position from ~/.claude/plugins/config/claude for legal/commercial legal/CLAUDE.md . If the playbook doesn't address one way NDAs for this context, run the one way questionnaire below and surface the result for a human. One way NDA questionnaire When the NDA is unilateral (one party discloses, the other only receives), do not immediately flag RED or exit. Ask: A one way NDA is appropriate in some situations. Before flagging this, let me ask a few quick questions: 1. In this relationship, are you the only party disclosing confidential information? (i.e., the other side shares nothing back) 2. Is this for a limited, specific disclosure — for example, sharing your technology with a vendor who will work on it, but not sharing theirs with you? 3. Is this related to M&A, employment, or investment? (If yes, stop — this skill is for commercial MNDAs only. Route to Legal.) Use the answers plus the ~/.claude/plugins/config/claude for legal/commercial legal/CLAUDE.md position to decide GREEN/YELLOW/RED. If ~/.claude/plugins/config/claude for legal/commercial legal/CLAUDE.md doesn't take a position on this fact pattern, flag YELLOW and surface the questionnaire answers for the ap

nda-review