nda-review

NDA Review

Conduct a structured review of a non-disclosure agreement from the user's stated perspective and produce a report that an in-house lawyer can act on without redoing the analysis. The output is a draft for human review, not a final word; treat it accordingly.

When this skill applies

Apply when the user provides an NDA (sometimes called a confidentiality agreement, CDA, or confidential disclosure agreement) and asks for review, redline guidance, risk assessment, or a recommendation. The user's perspective — discloser, recipient, or mutual — fundamentally changes the analysis; require it before proceeding if not supplied.

Do not apply this skill to:

• Confidentiality clauses inside larger agreements (MSAs, employment agreements, settlement agreements). Those clauses interact with the surrounding agreement; isolated review misleads. Tell the user a separate review of the parent agreement is needed.
• Documents that are not NDAs, even if they touch on confidentiality (data processing agreements, security addenda, BAAs). Refer the user to the appropriate skill.
• NDAs in employment contexts (employee confidentiality agreements, separation agreements with NDA components). These have employment-law overlays this skill does not cover.

Inputs

The skill requires the NDA itself and the user's perspective. If perspective is not provided, ask:

"Before I review, which side are you on? Discloser (you're sharing information and want strong protections on the recipient), recipient (you're receiving information and want narrow obligations on yourself), or mutual (both parties are exchanging information and you want balanced, symmetric terms)?"

If the user describes a situation that does not cleanly fit one of these (e.g., "we're sharing information but only a small amount; mostly we're receiving"), default to the perspective covering the larger exposure and note the asymmetry in the report. For mostly-receiving-with-some-sharing, treat as recipient and add a note about the discloser-side exposure.