--- model_tier: inherit name: nda-triage description: "Use when triaging an inbound NDA fast — GREEN/YELLOW/RED so only the hard ones reach a lawyer. Triggers on 'check this NDA', 'can we sign this NDA', 'is this NDA standard'." status: active tier: senior domain: process recommended_for_user_types: [legal] workspaces: - legal-review-prep packs: - legal-review-prep trust: level: advisory install: removable: true --- # 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`](../contract-review/SKILL.md)), 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`](../dpa-review/SKILL.md). ## 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`](../contract-review/SKILL.md) 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`](../contract-review/SKILL.md). - The document is a data-processing agreement (Art. 28 / controller-processor) — route to [`dpa-review`](../dpa-review/SKILL.md). - General contract risk reading (MSA / SOW) — route to [`contracts-cognition`](../contracts-cognition/SKILL.md). ## 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`](../contract-review/SKILL.md). - 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.