Nda triage

nda-triage

When to use

• An inbound NDA lands and the question is which bucket — standard, needs-counsel, or full-review — so only the hard ones reach a lawyer's desk.
• A counterparty sends "our standard NDA" and someone needs a fast read before scheduling counsel time.
• A volume of NDAs needs first-pass sorting; triage is the throttle that protects attorney bandwidth.

Do NOT redline here (route to contract-review), and do NOT treat a triage signal as clearance — see legal-safety-floor. If the document is really a data-processing agreement, route to dpa-review.

Procedure

Step 0: Establish jurisdiction + thresholds (no defaults)

1. Read the governing-law clause. If it is not EU or DE, STOP — hard refusal: "This pack covers EU/DE law only. Consult licensed local counsel for this jurisdiction." Never guess for out-of-scope law.
2. Read the triage thresholds from legal-practice-profile (mutual-vs-one-way stance, max term length, required carve-outs, governing-law allow-list, indemnity/penalty caps). This skill ships NO default NDA positions — they vary too much. Until the profile is configured, use [configure] placeholders in the verdict and flag every unset threshold.
3. Tag the output with Jurisdiction: EU or Jurisdiction: DE.

Step 1: Triage to GREEN / YELLOW / RED

Score the NDA against the profile thresholds, not against memory:

• GREEN — standard-approve — mutual/one-way matches stance, term within [configure] max, all required carve-outs present, governing law on the allow-list, no penalty/liquidated-damages clause. Standard shape only.
• YELLOW — counsel review — one or two threshold deviations (longer term, missing a carve-out, one-way where mutual expected, broad definition of confidential info). A lawyer reads it; not a full review.
• RED — full review — penalty/indemnity clauses, IP-assignment riding inside the NDA, perpetual/unbounded term, governing law on the edge of scope, non-standard structure. Full attorney review before any signing conversation.

A non-lawyer cannot define what RED is — the profile + this rubric do.

Step 2: GREEN × non-lawyer → attorney gate (load-bearing)

If the verdict is GREEN and the practice-profile role is non-lawyer, the skill never self-approves signing. It MUST:

1. STOP — do not advance to "you may sign".
2. Emit attorney-brief.md — a one-page brief (counterparty, term, mutual/one-way, carve-outs present/absent, why it scored GREEN, the thresholds checked).
3. Refuse to proceed without an explicit yes from a licensed attorney. A non-lawyer GREEN is a triage signal, never a clearance.

For a lawyer role, GREEN still emits the verdict but the attorney is the gate.

Step 3: Emit the triage verdict

Produce triage-verdict.md carrying the Jurisdiction: tag, the bucket, the deviations found, the route, and the mandatory work-product line. Route per bucket: YELLOW/RED → contract-review for redlines. Never issue a final legal call (legal-safety-floor).

Related Skills

WHEN to use this

• The task is a fast first-pass sort of an inbound NDA into approve / counsel / full-review.
• The goal is to protect attorney bandwidth by filtering the easy ones.

WHEN NOT to use this

• Redlining or clause-by-clause negotiation — route to contract-review.
• The document is a data-processing agreement (Art. 28 / controller-processor) — route to dpa-review.
• General contract risk reading (MSA / SOW) — route to contracts-cognition.

When the agent should load this

• "Kannst Du diese NDA kurz prüfen?"
• "Ist diese Geheimhaltungsvereinbarung Standard oder müssen wir die anwaltlich prüfen lassen?"

Output

1. triage-verdict.md — Jurisdiction: tag, GREEN/YELLOW/RED bucket, threshold deviations found, route (contract-review / dpa-review), and the mandatory work-product line.
2. attorney-brief.md (GREEN × non-lawyer, mandatory) — one-page brief: counterparty, term, mutual/one-way, carve-outs, why GREEN, thresholds checked; ends pending an explicit attorney yes.

Every output carries:

> ⚠️ Attorney review required on material use. This is a draft for a licensed attorney, not legal advice and not a legal conclusion.

Gotcha

• A GREEN for a non-lawyer is not permission to sign — it routes into the attorney gate (Step 2). Self-approving signing is the canonical failure this skill exists to prevent.
• Shipping a default term length / carve-out set is wrong: NDA norms vary by counterparty, sector, and house style. Read legal-practice-profile; use [configure] until set.
• Out-of-scope governing law is a hard refusal, not a best-effort guess — a stale read for a jurisdiction the pack doesn't cover is worse than none.
• A penalty / liquidated-damages clause or IP-assignment hidden inside an NDA is RED regardless of how "standard" the rest looks.
• A missing Jurisdiction: tag or work-product line fails the legal disclaimer/jurisdiction linters — never drop either.

Do NOT

• Do NOT self-approve a GREEN NDA for a non-lawyer; emit the attorney brief and wait for an explicit yes.
• Do NOT apply a default NDA position; read thresholds from legal-practice-profile or mark [configure].
• Do NOT triage an out-of-scope (non-EU/DE) NDA; refuse and route to local counsel.
• Do NOT redline — route depth to contract-review.
• Do NOT issue a final legal conclusion (legal-safety-floor).

Runnable example

Inbound mutual NDA, non-lawyer (ops) role, profile configured.

• Step 0 — governing law = DE (in scope). Thresholds loaded: mutual expected, max term 3y, carve-outs {independently-developed, publicly-known} required, no penalty clause. Tag Jurisdiction: DE.
• Step 1 — mutual ✓, term 2y ✓, both carve-outs present ✓, no penalty clause ✓ → GREEN.
• Step 2 — role is non-lawyer → attorney gate fires. Emit attorney-brief.md (counterparty, 2y mutual, carve-outs present, scored GREEN against the 3y/mutual/no-penalty thresholds). Refuse to advance to "you may sign" without an explicit attorney yes.
• Step 3 — triage-verdict.md: Jurisdiction: DE, bucket GREEN, no deviations, route = attorney gate (not contract-review), plus the work-product line.