Overview
Quickly review a Non-Disclosure Agreement (NDA) to promptly identify anomalies in key clauses, unfavorable terms, and legal risks, and provide revision recommendations. Applies standards based on Korean Civil Law, Commercial Law, and the Unfair Competition Prevention and Trade Secret Protection Act, and provides tailored review by context: unilateral/mutual NDA, technology collaboration, investment, and hiring.
Disclaimer: This is AI-assisted analysis and does not replace professional legal advice
Trigger Keywords
NDA, non-disclosure agreement, confidentiality agreement, confidentiality pact, NDA review, contract review, confidentiality clause, information protection agreement, trade secret, confidentiality
Workflow
Step 1: Identify NDA type and context
Identify the roles of the contracting parties:
- Unilateral: Only one party discloses confidential information (e.g., a startup disclosing to an investor)
- Mutual/Bilateral: Both parties share confidential information
Classify the contract context:
- Investment·M&A: Protection of financial information, business plans, and technology assets
- Technology collaboration·partnership: Source code, algorithms, know-how
- Recruitment·employment: Employees' duty to maintain confidentiality
- Outsourcing·commissioned development: Client data, product design
Step 2: Review the key clause checklist
① Definition of Confidential Information
- Is the scope of confidential information not excessively broad?
- Whether orally disclosed information is included and whether a deadline for putting it in writing is specified
- Appropriateness of exceptions: publicly known information, independent development, third-party acquisition, legal disclosure
② Duration
- Is the confidentiality obligation period appropriate? (General: 2-5 years, trade secrets: perpetual possible)
- Specify whether the obligation continues after contract termination
③ Limitation on purpose of use of confidential information
- Is the permitted purpose clearly limited?
- Prohibition on provision to third parties and exception conditions
④ Obligation to return·delete information
- Specify the method of returning or destroying materials upon contract termination
- Whether deletion of electronic files is included
⑤ Remedies
- Damages clause: actual damages vs liquidated damages
- Whether the right to seek an injunction (provisional disposition) is specified
- Jurisdiction and governing law (recommended to specify application of Korean law)
⑥ Other risk clauses
- Reverse Engineering prohibition clause
- Whether Non-Solicitation is included
- Non-Compete Clause: May be invalid under Korean law if excessively broad
Step 3: Review of Korea-Specific Considerations
Regarding the Unfair Competition Prevention and Trade Secret Protection Act:
- Trade secret requirements: Non-publicity + economic usefulness + confidentiality management (all three elements must be satisfied)
- Criminal punishment possible for trade secret infringement (Article 18 of the Unfair Competition Prevention Act)
- Leakage of trade secrets by former employees is subject to criminal punishment
Linkage with the Personal Information Protection Act (reflecting the amendment effective September 11, 2026):
- If personal information is included in the NDA, separate consent for personal information processing is required
- Notification obligation arises from the point of awareness of a possible leak (2026 amendment)
- Administrative fines may be imposed for violations (under the current Personal Information Protection Act, the upper limit is 3% of total revenue; confirm exact application at law.go.kr)
Step 4: Generate Triage Assessment Results
# NDA 트리아지 평가서
## 종합 판정
- 위험도: 높음 / 중간 / 낮음
- 즉시 수정 권고 항목: X건
- 협상 권고 항목: X건
- 수용 가능 조항: X건
## 조항별 상세 평가
| 조항 | 현재 내용 | 위험도 | 권고 수정안 |
## 즉시 수정 권고 사항
## 협상 포인트
## 최종 의견
Usage Examples
Example 1: "Please review the NDA sent by the investor. Our startup is the disclosing party. [NDA content]" → One-way NDA check → Scope and term risks → Recommended revisions → Negotiation points
Example 2: "Please draft a mutual NDA to sign with a development outsourcing vendor" → Focus on source code and technical information protection → Mutual NDA draft → Explanation of key clauses
Example 3: "We are discussing cooperation with a competitor; is it okay to disclose information without an NDA?" → Explain risks → Recommend signing an NDA → Provide a standard NDA draft
Deliverables
- NDA triage assessment report (including risk classification)
- Clause-by-clause risk table and recommended revisions
- Prioritized list of negotiation points
- Commentary on Korea-specific considerations under Korean law
- Standard NDA drafts (one-way and mutual)
Precautions
Disclaimer: This is AI-assisted analysis and does not replace professional legal advice
Relevant Korean statutes:
- Civil Act Article 664 et seq. (relating to confidentiality)
- Unfair Competition Prevention and Trade Secret Protection Act
- Personal Information Protection Act (amendment effective September 11, 2026)
- Labor Standards Act (relating to employee NDAs)
Precautions when reviewing NDAs:
- If a non-compete clause is excessively broad, a Korean court may find it invalid
- An indefinite confidentiality obligation may be interpreted narrowly by a Korean court
- If the liquidated damages amount is excessive, a court may reduce it (Civil Act Article 398(2))
Troubleshooting
| Situation | Response |
|---|---|
| If there is no original NDA text | Confirm the contract context and the parties' roles, then provide a standard NDA draft |
| If the NDA is in English | Translate and review from the perspective of Korean law. If necessary, recommend providing key clauses in Korean as well |
| If the scope of non-compete or non-solicitation is broad | Explain the standards under Korean court precedents, then propose narrowed revisions |
This is AI-assisted analysis and does not replace professional legal advice
Related Skills
- moai-lawyer:legal-contract-review: General service and supply contract review
- moai-lawyer:legal-compliance-check: Regulatory compliance check, ESG reporting
- moai-lawyer:legal-legal-risk: Overall legal risk analysis, IP strategy
- moai-coworker:ai-slop-reviewer: NDA evaluation report AI pattern review
Post-processing chain (text deliverables)
Descriptive deliverables such as NDA triage evaluation reports, clause-by-clause amendment recommendations, and standard NDA drafts must always be finalized through the following chain after drafting.
legal-nda-triage → moai-coworker:ai-slop-reviewer → moai-writer:korean-humanize → 최종 검수
- moai-coworker:ai-slop-reviewer: Review for AI writing patterns (exaggeration, clichés, uniform structure)
- moai-writer:korean-humanize: Refine into human-like sentences by correcting for natural Korean
When not to use this skill
- General service and supply contract review → use moai-lawyer:legal-contract-review
- Compliance checks or audit reports → use moai-lawyer:legal-compliance-check
- Overall legal risk analysis or IP strategy → use moai-lawyer:legal-legal-risk
- Actual legal disputes or litigation response → be sure to engage a professional lawyer