Turn an incoming NDA into a clause-linked deviation review, negotiation handoff, and routing verdict tied to the supplied playbook and approval record.
A quick NDA screen can look reassuring while using the wrong template, missing an exhibit, applying generic defaults, or quietly assuming someone has authority to approve a deviation. That is exactly where a fast review becomes risky.
This skill starts with the exact document version, parties, disclosure direction, business purpose, supplied playbook, and delegation record. It maps each material clause to source evidence, separates legal questions from business preferences, and keeps missing pages, conflicting instructions, cross-border issues, and out-of-playbook terms open for the right owner. Generic market positions can frame a question, but they never create a pass.
The handoff includes a completeness check, source register, clause map, deviation register, proposed changes, fallback options, reviewer brief, owners, and an evidence-matched verdict. It does not give legal advice, approve or sign an agreement, invent standard positions, or edit a contract system.
Input
We are receiving confidential product information. The counterparty's mutual NDA has a five-year survival period, omits independent-development language, includes a residuals clause, and names California courts. Our v4 playbook allows three years, requires four exclusions, prohibits residuals, and reserves non-standard forum decisions for counsel. The sales director wants it signed today.
Output
A version-bound review contract, clause and playbook source IDs, completeness check, deviation register, proposed primary language and bounded fallbacks, counsel questions, deadline-aware owner handoff, and a counsel-review verdict that does not treat sales urgency as approval.
Input
Provide the exact NDA or extracted text, the side you represent, disclosure direction, business purpose, all exhibits or incorporated terms, the approved playbook or clause positions, and the relevant review and signature owners. Ask the agent to triage a first draft, compare a revision, prepare negotiation positions, or build a counsel handoff. Missing authority and unreadable or absent text stay visible instead of becoming a generic approval.
The version being reviewed, all pages and available exhibits, readable text or files, party names, review side, disclosure direction, purpose, deadline, and negotiation stage.
The current approved NDA playbook, clause library, template, matter-specific instruction, or an explicit statement that no controlling position was supplied.
Known business, legal, privacy, security, tax, employment, exception, negotiation, and signature roles plus any supplied delegation limits. Missing authority is allowed and remains a gate.
SKILL.md; evidence-state, completeness, authority, routing, and verdict controls; reusable review contract, source register, clause map, deviation register, negotiation card, reviewer brief, and final-control templates; OpenAI interface metadata
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The file is called Vendor NDA, but it also contains a two-year employee non-solicit, an exclusive-negotiation clause, an IP license, audit rights, and an attachment referenced as Schedule A that was not provided. We have a standard mutual template but no approval to accept these additions.
Output
A blocked completeness state for the missing schedule, source-linked identification of the non-NDA terms, explicit out-of-playbook routes, a counterproposal plan using the supplied template, reserved legal and business decisions, and no ready-to-sign claim.
Input
Compare draft 3 with draft 2. The counterparty accepted the confidentiality exclusions, changed the term, partly narrowed the residuals clause, and says the forum language is final. Counsel approved the term change only. Prepare the next negotiation handoff without reopening closed items.
Output
A controlled version comparison, preserved issue IDs and closure evidence, closed exclusions and term items, the residuals and forum questions kept open under the right authority, an updated negotiation card, and a verdict tied only to approvals for draft 3.
Creator
Iisvaro43
