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Skillsnda-review

nda-review

Office & productivity

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Updated 10-15 20:30

About this skill

NDA Review

Matter Context

Matter context. Check the business-area-level CLAUDE.md for ## 事项工作区. If Enabled is ✗(the default for legal users), skip the rest of this section—the skill uses business-area-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run /commercial-legal:matter-workspace switch <slug> or say practice-level." Load the active matter's matter.md to get matter-specific context and override settings. Write output to the matter folder ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/matters/<matter-slug>/. Never read files from other matters unless 跨事项上下文 is on.

Audience Check

Before generating output, check the audience. If the user specified an audience (channel, distribution list, counterparty, "everyone"), ask whether it is within the scope of confidentiality privilege. Public channels, company-wide lists, counterparties/opposing counsel, vendors, and customers (with respect to work product) all waive protection. When the audience is outside the circle, flag it and offer (a) a confidential version for legal eyes only, (b) a redacted version suitable for broader channels, or (c) both—do not silently add a confidentiality header and then help paste the document somewhere the header cannot protect it. See the specification in this plugin's CLAUDE.md ## 共享安全机制 → 发送目的地检查。

Purpose

Most inbound NDAs are fine. A few have traps. This skill completes the triage in under a minute so legal only reads the agreements that genuinely need attention.

Goal: A green NDA should need nothing but a signature. Yellow needs an attorney to look at one or two specific items. Red is stopped before it wastes anyone's time.

Load the review guidelines first

Which side? Before applying the review guidelines, determine which side the company is on in this NDA. It is usually obvious from context: if the counterparty is a vendor or partner evaluating your product, you are the disclosing side; if you are evaluating the counterparty's product, you are the receiving side. Mutual NDAs still have a direction—whose template is used, and what the direction of evaluation is. If it is not obvious, ask. Read the matching review-guidelines section from configuration (### 销售方审查指引 or ### 采购方审查指引). Note the applicable direction in the output so the reviewer knows which review guidelines apply. If the matching direction is [未配置], stop and tell the user to run /commercial-legal:cold-start-interview --side <side>。

Before doing any triage, read ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md → ## 审查指引 → matching direction → 保密协议分类标准。 That section is about what makes an NDA green, yellow, or red forthisteam's ownowndirection, and is the true source. This skill does not ship with default positions on NDA terms—law, market, and each team's risk tolerance vary too much to safely use hardcoded defaults.

If ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md does not yet have a 保密协议分类标准 section, or you encounter a term in the NDA you are reviewing that the section does not cover, ask the user:

Your review guide does not cover [clause — e.g. "residuals clause," "confidentiality term," "unilateral NDA where you are the receiving party"]. What is your default position — when should it be green, when yellow, when red? I will add it to ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md so that the next review is consistent.

Then record the answer in ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md and continue classifying using the new position.

Scope check

Before reviewing specific NDA clauses, check whether the document exceeds the scope its title suggests. A mutual commercial NDA may conceal: no-trade clauses, licensing grants, exclusivity, non-solicitation, non-compete, IP assignment, rights of first refusal, most-favored-nation clauses, and arbitration/jurisdiction clauses whose scope far exceeds confidentiality disputes. Under Chinese law, these clauses are governed by the Contract Part of the Civil Code (Articles 463 et seq. [法条原文])；embedding out-of-scope substantive rights and obligations in an NDA may be found by a court to be standard terms (Civil Code Articles 496-498 [法条原文]）。

If the NDA contains obligations beyond the scope of confidentiality:Automatically mark yellow, regardless of the results of the NDA clause analysis. Flag non-NDA clauses:

This document is titled NDA, but contains [no-trade / licensing grant / non-solicitation / exclusivity / IP assignment / right of first refusal / most-favored-nation / broad arbitration clause]. This is not merely an NDA. Refer to lawyer review.

Do not silently classify a document titled "NDA" as an NDA when its substantive obligations are a services agreement, a term sheet, or a package of arrangements wrapped in the guise of an NDA.

Classification

Divide NDAs into three tiers, applying the positions from ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md . The following tier definitions are stable; thecriteriathat populate each tier come from the review guide.

Green — sign directly

The NDA satisfies every position in the team's review guide, and no clause triggers a red flag in the review guide. Examples of check items typically covered by a review guide: mutuality, confidentiality term, survival period of confidential information, exclusions, governing law, restrictive covenants, fee shifting. Only after confirming one by one with ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md may green be determined.

Green requires a lawyer-reviewed review guide position. Green is the only path that can be signed without lawyer review. Green cannot be issued on a default or absent position. Before issuing green, check: does the business area configuration have a lawyer-reviewed ## 保密协议分类标准 section? If not:

There is no lawyer-reviewed NDA position in the business area configuration, and I cannot issue green. Please run /commercial-legal:cold-start-interview --full with your commercial lawyer to set it up, or refer this NDA to lawyer review. Issuing green on defaults means a non-lawyer sets a position, and the next non-lawyer relies on that position.

Do not sign directly on defaults. When the position is missing, yellow is the correct choice — it refers the NDA to the person who can decide.

Output:

Prefix the output with the work product header from ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md ## 输出 (varies by user role — see ## 谁在使用本插件）。

[工作成果文件头 — 按插件配置 ## 输出]

## 保密协议分类：[对方当事人]

绿色——可签字

### 执行摘要

审查指引下未识别出红色标志。按标准流程签字。

| 检查项 | 状态 | 审查指引引用 |
|---|---|---|
| [各审查指引检查项] | [通过/未通过] | [`~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md` 部分] |

**下一步：** [提交至 [合同管理系统] 标准保密协议工作流 | 发送给 [`~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md` 中的审批人] 签字]

Before going past green into signing: Read ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md in ## 使用者. If the role is non-lawyer:

This step has legal consequences (signing an NDA binds the company). Have you reviewed it with a lawyer? If yes, proceed. If not, here is a brief you can take to a lawyer:

[Generate a one-page summary: opposing party, NDA direction (mutual/unilateral), operating review guideline check items, items not covered by the review guideline, problems that may arise from signing as-is, and three things to ask a lawyer.]

If you need to find a lawyer: contact the All China Lawyers Association or your local lawyers association for a lawyer referral service.

Do not cross this gate without explicit consent.

Yellow — requires a lawyer to review specific items

One or more clauses deviate from the review guideline but do not constitute an absolute deal-breaker, or clauses not covered by the review guideline have appeared. List each item one by one so the approver can make a decision.

Output:

Prepend the output with the work product header from ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md ## 输出 (varies by user role — see ## 谁在使用本插件）。

[工作成果文件头 — 按插件配置 ## 输出]

## 保密协议分类：[对方当事人]

黄色——标注待 [`~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md` 中的审批人名称] 审阅

### 执行摘要

- [一条可操作的修改意见，如"删除禁止招揽条款（第6条）"]
- [一条可操作的修改意见]

### 标注事项

**1. [问题]** — 第 [X] 条
   内容：[一行]
   标注理由：[一行——命中哪项审查指引立场，或"审查指引对此无规定"]
   **法律风险：** [🔴/🟠/🟡/🟢] | **商业摩擦：** [🔴阻碍交易 / 🟠减缓交易 / 🟡困扰客户 / 🟢不可见]
   可能解决方案：[接受 / 在 [X] 上驳回 / 取决于交易背景]

[每个标注事项重复上述格式]

### 其他事项

| 检查项 | 状态 | 审查指引引用 |
|---|---|---|
| [通过的审查指引检查项] | 通过 | [`~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md` 部分] |

**下一步：** 就标注事项询问 [审批人]，如果可以接受则转入签字流程。

Red — stop, first communicate with legal

The NDA hits a position in the review guideline's "never accept" list, or the agreement structure is incompatible with the team's standard position.

Output:

Prepend the output with the work product header from ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md ## 输出 (varies by user role — see ## 谁在使用本插件）。

[工作成果文件头 — 按插件配置 ## 输出]

## 保密协议分类：[对方当事人]

红色——不要提交，先与法务沟通

### 执行摘要

- [一条可操作的修改意见]

### 关键问题

**1. [问题]** — 第 [X] 条
   > "[精确引用原文]"
   为何是问题：[具体风险；引用所违反的审查指引立场]
   **法律风险：** [🔴/🟠/🟡/🟢] | **商业摩擦：** [🔴阻碍交易 / 🟠减缓交易 / 🟡困扰客户 / 🟢不可见]
   建议回应：[使用我方模板 | 附带具体条款驳回 | 终止]

**下一步：** 将此分类发送给 [`~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md` 中的法务负责人或指定的上报对象]。不要发送给 [合同管理系统或审批工作流]。不要告知对方我们将签署。

Revision granularity

Edit at the smallest possible granularity. Revision marks are a product of negotiation, not a rewrite. Replacing an entire clause means "we have overturned your drafting" — this is aggressive and forces the other party to reread the entire clause. Precise revisions — deleting one word, inserting a short phrase, restructuring a subclause — mean "we have a specific request."

By default choose the smallest edit that achieves the review guideline position:

  • Replaceone wordis preferred over one phrase. ("twelve (12)" → "twenty-four (24)")
  • Replaceone phraseis preferred over one sentence. ("paid by the buyer" → "payable and paid by the buyer")
  • Restructureone subclauseis preferred over replacing the entire sentence. (Add "(1)" and "(2)" to split a compound condition.)
  • Replaceone sentenceis preferred over replacing the entire clause.
  • Only replacethe entire clausewhen the other party's version is too far from your position and precise edits would be harder to read than a redraft — in that case state in the cover letter: "We replaced Clause 8.2 rather than marking revisions because the changes were extensive. We are happy to walk you through the differences one by one."

When in doubt, choose the smaller one.

Governing law assumptions

This classification applies the governing law and restrictive covenant positions recorded in ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md . Legal provisions differ materially by jurisdiction. Under Chinese law, non-compete restrictions mainly apply to labor contract relationships (Articles 23-24 of the Labor Contract Law [法条原文]); non-compete provisions in commercial contracts are governed by the Contract Part of the Civil Code, and their enforceability requires consideration of reasonableness and public interest. If the NDA involves a jurisdiction outside the team's configuration position, flag it in the output and state that this classification may not be directly transferable.

Output rules

Complexity filter: If handling an issue requires drafting new language, restructuring clauses, or inserting substantive new provisions—do not attempt it. Instead, write: "Article [X]—Refer to Legal for review." Include only simple, mechanical actions (deletions, replacement of a word or phrase) in the executive summary.

Clean NDA Rule: If the NDA passes all checks with no flagged issues, the executive summary should state only: "No red flags identified. Sign per standard process." Do not generate a lengthy report for a clean NDA.

Detailed Check Reference

For each of the following checks, the classification (green/yellow/red) is determined by ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md . This skill lists thecategoriesthat need to be checked; it does not hardcode thresholds.

Mutuality

Is the NDA mutual or one-way? Apply the team position in ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md . If the review guidelines do not address a one-way NDA in this scenario, run the following one-way NDA questionnaire and submit the results for a human decision.

One-Way NDA Questionnaire

When the NDA is one-way (one party discloses, the other only receives), do not immediately flag it red or exit. Ask:

A one-way NDA is appropriate in some situations. Before flagging, let me ask a few simple questions:

  1. In this relationship, are you the only party disclosing confidential information?
  2. Is this for a limited, specific disclosure purpose—for example, sharing your technology with a vendor who will work on it for you?
  3. Does this involve M&A, employment, or investment? (If so, stop—this skill applies only to commercial mutual NDAs. Refer to Legal.)

Use the answers and the position in ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md to decide green/yellow/red.

Definition of Confidential Information

Check the scope (marked information only vs. all disclosed information), marking requirements, and the confirmation window for oral disclosures. Apply the team position.

Exclusions

Five exclusions typically found in NDAs:

  1. Information that is or becomes public (other than due to breach)
  2. Information the receiving party already possesses
  3. Information independently developed without reference to the confidential information
  4. Information obtained from a third party without restrictions
  5. Information required to be disclosed by law or court order (notify the disclosing party where legally permitted)

Which exclusions the team requires, and how strict they are, is a review-guidelines question.

Residuals

A residuals clause allows the receiving party to use information retained in unaided memory. Apply the review guidelines. If the review guidelines do not address residuals, ask.

Confidentiality Term and Survival

Check the initial confidentiality term and the post-termination survival period of the confidentiality obligations. Apply the team position.

Restrictive Covenants

Check non-solicitation, non-compete, and exclusivity. Apply the review guidelines. Under Chinese law, non-compete restrictions mainly apply to employment relationships (Labor Contract Law Articles 23-24 [法条原文]）。

Attorneys' Fees

Check attorneys' fees shifting clauses. Apply the review guidelines. Under Chinese law, the bearing of attorneys' fees generally follows the contract agreement, and in litigation courts generally support reasonable attorneys' fees expressly agreed in the contract.

Backup and Archival Exclusions

Check whether the destruction/return clause includes exceptions for standard backup and archival retention systems.

Governing Law

Under the governing law and jurisdiction of ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md . Under Chinese law, Article 467 of the Civil Code provides that parties may agree to choose the applicable law [法条原文], but contracts involving mandatory provisions of Chinese law or the public interest shall be governed by Chinese law.

Counterparty Background

Large Enterprise NDA: Fortune 500-level counterparties typically will not negotiate over an NDA. Calibration: Is the red flag really a deal-breaker, or is it just "different from our template"? Escalate that decision; do not make it yourself.

Startup NDA: They will typically accept our template. If their NDA has problems, the fastest path is usually "use our template."

Integration: Contract Management System

If connected:

  • Green → Offer to create a contract management system record in the standard NDA workflow
  • Yellow → Offer to create a record with a note listing the flagged items
  • Red → Do not create a record; the lawyer decides next steps

What This Skill Does Not Do

  • Does not negotiate. Only classifies.
  • Does not draft an NDA. If the answer is "use our template," the user obtains our template from the contract management system or document system.
  • Does not make decisions on yellow items. Escalates items to human decision-making.
  • Does not take a position on any NDA clause. Positions are in the configuration file.

Closing Actions

Read ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md → ## 保密协议分流偏好 → closing_action。

If configured, append the closing actions verbatim at the end of each output.

If closing_action is not configured, append: "Route the final NDA through your standard approval process."

Close with the Next-Step Action Decision Tree

Close with the next-step action decision tree in CLAUDE.md ## 输出 . Tailor the options to the work this skill just completed. The decision tree is the output; the lawyer chooses.