NDA Reviewer

Reviews incoming one-way commercial NDAs from a Recipient or Discloser perspective, producing a clause-by-clause issue log with preferred redlines, fallbacks, rationales, owners, and deadlines.

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Official alternative

Anthropic maintains an official plugin workflow for this task. Use it when you want the full marketplace plugin with MCP connectors.

NDA Triager

/plugin install commercial-legal@claude-for-legal

Official outputs require attorney review before client reliance.

About this skill

Reviews incoming one-way commercial NDAs from a Recipient or Discloser perspective, producing a clause-by-clause issue log with preferred redlines, fallbacks, rationales, owners, and deadlines.

Skills provide structured workflow guidance for attorney-supervised use. They are not legal advice and require human review before client reliance.

How to install

Download starter bundle

Download the ZIP and unzip the skill folder.
In Claude: Settings → Capabilities → Skills → Upload skill folder.
In Claude Code or Codex: copy the folder into `.claude/skills/` or `~/.agents/skills/`.
Invoke the skill by describing a task that matches the skill description.

Skills provide structured workflow guidance for attorney-supervised use. They are not legal advice and require human review before client reliance.

Sample workflow preview

Use synthetic sample matter data to preview the prompt structure and review checklist before downloading or installing.

Sample data only. Do not upload client matter documents in this preview.

Sample one-way NDA (recipient perspective)

[SYNTHETIC SAMPLE — NOT A CLIENT DOCUMENT]

1. Confidential Information includes all information disclosed orally or in writing.
2. Term: 5 years from disclosure.
3. Residuals: Receiving party may use information retained in unaided memory.
4. Non-solicit: 24-month employee non-solicit applies to Receiving Party.

Copy sample prompt

Review this incoming one-way NDA from a Recipient perspective. Produce a clause-by-clause issue log with preferred redlines, fallbacks, rationale, owner, and review deadline.

Expected review checklist

Validate definition breadth and marking requirements
Confirm term matches business need
Flag residuals clause if prohibited by playbook
Review non-solicit scope and duration with employment counsel if needed

Skill content preview

# NDA Reviewer

Review one-way or mutual NDAs with structured issue logging and negotiation-ready redlines.

## Intake

Confirm:

1. Perspective: Recipient or Discloser
2. Jurisdiction / governing law
3. Purpose of disclosure (M&A, vendor eval, employment, etc.)
4. Term and survival expectations

## Review checklist

Analyze each clause:

- Definition of confidential information
- Exclusions (public, independently developed, rightfully received)
- Permitted disclosures (affiliates, advisors, required by law)
- Term and survival
- Return/destruction obligations
- Residuals / use restrictions
- Non-solicit / non-compete bleed-over
- Injunctive relief / remedies
- Governing law and forum

## Severity model

- GREEN: acceptable as written or with minor cleanup
- YELLOW: negotiable; provide fallback language
- RED: unacceptable; recommend pushback or escalation

## Output format

```markdown
## NDA review memo
## Issue log
| Clause | Issue | Severity | Preferred redline | Fallback | Rationale | Owner | Deadline |
## Negotiation email draft (optional)
## Questions for business sponsor
```

## Guardrails

- Do not treat AI review as substitute for attorney sign-off.
- Flag non-standard residuals, broad definitions, and missing carve-outs.
- Note if mutual NDA is more appropriate for the stated purpose.

Sources and official references

github.com/anthropics/claude-for-legal

Skills provide structured workflow guidance for attorney-supervised use. They are not legal advice and require human review before client reliance.