triage-nda

A pre-screening workflow that rapidly triages an incoming NDA and classifies it as GREEN (standard approval via delegation of authority), YELLOW (counsel review), or RED (full legal review), so an agreement arriving from sales or business development can be routed quickly. It accepts the NDA as a file upload (PDF, DOCX, or other document format), a URL to a document system, or pasted text, and prompts for one if none is supplied.

Screening is playbook-driven: it looks for organization-specific criteria in local settings (for example legal.local.md) and, if none is configured, proceeds with clearly labeled market-standard defaults — mutual obligations, 2-3 year terms (up to five years for trade secrets), required carveouts, no non-solicitation or non-compete, and no broad residuals clause. The quick screen walks systematically through agreement structure, the definition of confidential information, receiving-party obligations, standard carveouts (public knowledge, prior possession, independent development, rightful third-party receipt, and legal compulsion), permitted disclosures, term and duration, return and destruction, remedies, problematic provisions, and governing law.

Classification is rule-based: GREEN requires all standard criteria to be met (mutual or appropriately unilateral, all carveouts present, standard term, no non-solicit/non-compete/exclusivity, absent or narrowly scoped residuals, reasonable jurisdiction, and standard remedies with no liquidated damages), while flagged items escalate the NDA to YELLOW or RED. The skill is explicitly framed as workflow assistance rather than legal advice, and directs that all analysis be reviewed by qualified legal professionals before being relied upon.