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nda-review skill

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This skill reviews NDAs for compliance, risks, and missing provisions, delivering a structured risk assessment and negotiation-ready recommendations.

npx playbooks add skill skala-io/legal-skills --skill nda-review

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---
name: nda-review
description: Review Non-Disclosure Agreements (NDAs) for compliance, risks, and missing provisions. Use when analyzing NDA documents or contracts involving confidentiality.
---

# NDA Review Skill

When reviewing a Non-Disclosure Agreement, analyze the following aspects:

## Core Elements

- **Parties**: Verify correct identification of all parties, legal entity names, and contact details
- **Definition of Confidential Information**: Check scope and clarity of what constitutes confidential information
- **Term**: Review agreement duration and confidentiality survival period after termination
- **Purpose**: Verify the permitted use of confidential information is clearly stated

## Obligations

- Non-disclosure obligations for receiving party
- Restrictions on use of information
- Information protection and security requirements
- Return or destruction of information procedures upon termination
- Obligations regarding employees and third-party access

## Standard Exclusions

Verify these standard exclusions are present:
- Information already in public domain
- Information already known to receiving party
- Information independently developed
- Information received from third party without restriction
- Information required to be disclosed by law or court order

## Liability and Remedies

- Breach penalties and consequences
- Injunctive relief provisions
- Damages and indemnification clauses
- Limitation of liability (check for reasonableness)

## Risk Assessment

Flag the following issues:
- One-sided terms favoring only one party
- Ambiguous language or vague definitions
- Overly broad definition of confidential information
- Unreasonable time periods (too long or perpetual)
- Missing standard exclusions
- Non-compete or non-solicitation clauses hidden in NDA
- Excessive penalties disproportionate to potential harm
- Missing governing law and jurisdiction

## Output Format

Provide a structured report with:
1. **Summary**: Brief overview of the NDA
2. **Key Terms**: Important dates, parties, scope
3. **Issues Found**: List of problems categorized by severity (Critical/Major/Minor)
4. **Missing Provisions**: Standard clauses that are absent
5. **Recommendations**: Suggested changes or negotiation points

Overview

This skill reviews Non-Disclosure Agreements (NDAs) to identify compliance issues, commercial risk, and missing provisions. It produces a clear, actionable report highlighting key terms, problems by severity, absent standard clauses, and negotiation recommendations. Use it to speed contract review and reduce legal exposure when sharing confidential information.

How this skill works

I inspect the NDA for core elements: parties, definition and scope of confidential information, term and survival, and stated purpose. I evaluate obligations (use restrictions, security, return/destruction, third-party access), standard exclusions, liability and remedies, and jurisdictional provisions. The output is a structured report with a summary, key terms, categorized issues, missing provisions, and concrete recommendations.

When to use it

Before signing a new NDA with partners, vendors, or clients
When onboarding contractors or employees with access to sensitive data
To audit existing NDAs for gaps or one-sided terms
Prior to sharing proprietary information or entering collaboration talks
When negotiating changes to protect IP or limit liability

Best practices

Confirm legal entity names and contact details for all parties
Ensure the definition of Confidential Information is specific and not overly broad
Set a reasonable confidentiality term and survival period tied to business needs
Include standard exclusions and carve-outs for independently developed or public information
Limit liability exposure and avoid perpetual obligations where possible

Example use cases

Early-stage startup sharing product roadmaps with potential investors under clear limits
Vendor contracting teams assessing standard supplier NDAs for unbalanced clauses
HR teams reviewing employee confidentiality addenda for enforceability and scope
Business development negotiating joint project confidentiality and data handling requirements
Legal ops auditing a contract portfolio to flag perpetual or overly broad NDAs

FAQ

Will this skill replace a lawyer?

No. It provides a practical, risk-focused review and recommended edits, but it is not a substitute for jurisdiction-specific legal advice for high-risk or complex matters.

What counts as a critical issue?

Critical issues are provisions that could cause immediate legal exposure or prevent enforceability, such as missing parties, absence of governing law, or no limits on indefinite confidentiality.