ai-legal-review · run output

NDA triage + redline memo · Common Paper Mutual NDA

Drop an NDA into your local Claude Code, run /commercial-legal:review, and 30 minutes later your business stakeholder can read this exact page. Left panel is the GREEN / YELLOW / RED triage with a clause-by-clause risk table; right panel is the side-by-side redline your counsel can send back to the counterparty. Two download chips at the bottom open the real .md + .docx you would attach to the email.

Side purchasing-side · Verdict YELLOW (3 deviations) · Plugin claude-for-legal / commercial-legal · nda-review · Source Common Paper Mutual NDA draft · attorney review required
mutuality · pass term & survival · pass CI definition · pass restrictive covenants · none carveouts · §3 deviation destruction · §6 deviation governing law · cover-page open residuals · playbook silent research tool · not connected · [verify] tags expected
/out/triage.md

NDA triage — Common Paper Mutual NDA

GREENroute to signature
YELLOWflag commercial counsel
REDstop, escalate first
Executive summary.
  • Strike unilateral destroy/return in §6 — add backup & legal-hold carveout.
  • Add an explicit "compelled by law" carveout into §3 (currently only §4).
  • Confirm the Cover Page lists Delaware (or another accept-list state) as governing law.
  • Record a residuals position in the playbook — both the contract and the playbook are silent today.
ClausePlaybook positionContract positionBandVerified?
Mutuality Mutual NDA required (purchasing-side) Mutual — both parties may disclose GREEN verified
Term — initial 2 years preferred; >5 yrs YELLOW; perpetual RED Cover Page term unfilled — assumes 2 yrs GREEN cover-page
Confidentiality survival 3-5 yrs post-term; trade secrets unbounded Per "Term of Confidentiality" — honored post-termination GREEN verified
Definition of CI "identified or reasonably understood" acceptable "identifies as confidential or reasonably understood" — match GREEN verified
Carveouts (§3) All 5 standard carveouts explicit, incl. compelled-by-law 4 explicit (public / prior / 3rd party / indep. dev.); compelled in §4 separately YELLOW verified
Residuals Playbook silent Contract silent YELLOW verified
Destruction / return (§6) Must carve out backup & legal-hold Unconditional destroy / return, certify on request YELLOW verified
Restrictive covenants None permitted (non-solicit / non-compete / exclusivity) None present GREEN verified
Fee-shifting Silent or prevailing-party mutual Silent GREEN verified
IP / license (§7) No license implied; rights retained "Disclosing Party retains all IP; disclosure grants no license" GREEN verified
Equitable relief (§10) Injunctive carve-in acceptable Injunctive relief beyond monetary damages GREEN verified
Governing law Accept-list: DE / CA / NY; non-US auto-YELLOW Cover Page open — to be filled by counterparty YELLOW cover-page
Assignment in M&A (§11) Permitted with prompt written notice Permitted without prior consent; notice not specified GREEN verified
Hidden non-NDA obligations Auto-YELLOW if standstill / non-solicit / IP grant / ROFR / MFN found None — pure confidentiality contract GREEN verified
/out/redline.md → redline.docx

Redline memo — three small inserts, no deletions

Deviation summary (for business stakeholders). Clean Common Paper Mutual NDA — no hidden non-solicits, no exclusivity, no IP grab. Three small playbook fixes before signature: make "compelled by law" a true §3 carveout, carve backups and legal-hold out of §6 destroy/return, confirm Cover Page lists Delaware. Total counter is three sentences of insertion and zero deletions of substantive obligation.
§3 Carveouts — add "compelled by law" as a true carveout
original · common paper §3 The confidentiality obligations in Section 2 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.
proposed redline The confidentiality obligations in Section 2 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is rightfully obtained from a third party without restriction; (d) is independently developed without reference to the Disclosing Party's Confidential Information; or (e) is required to be disclosed by applicable law, regulation, or legal process, subject to Section 4 (Legally Compelled Disclosure).

Negotiation note. Redundant with §4 but matches our playbook's 5-carveout template. Most counterparties accept this without comment. Acceptable as-is if pushed back.

§6 Destruction / return — backup & legal-hold carveout
original · common paper §6 Upon expiration of this Agreement or upon the Disclosing Party's written request, the Receiving Party will cease use of, and destroy or return, all Confidential Information in its possession, and certify such destruction or return upon written request.
proposed redline Upon expiration of this Agreement or upon the Disclosing Party's written request, the Receiving Party will cease use of, and destroy or return, all Confidential Information in its possession, and certify such destruction or return upon written request; provided that the Receiving Party may retain (i) copies stored on routine, automated backup or archival systems that are not generally accessible to its personnel and will be overwritten in the ordinary course, and (ii) copies it is required to retain under a litigation hold or applicable record-retention obligation, in each case subject to its continuing confidentiality obligations under this Agreement until destruction or overwriting in the ordinary course.

Negotiation note. Without this carveout, engineering cannot truthfully certify destruction. Two-prong (backups + legal hold) is market standard. Do not drop this.

Cover Page Governing law — confirm Delaware
original · cover page (unfilled) Governing Law: ____________ (state)
proposed redline Governing Law: Delaware (state)

Negotiation note. Accept-list: DE / CA / NY. Accept TX / MA / IL with no further pushback. Non-US jurisdiction → escalate to counsel (auto-YELLOW even if everything else is clean).

MD triage.md
GREEN/YELLOW/RED · 13 clause rows MD redline.md
3 side-by-side redlines · negotiation notes DOCX redline.docx
13 KB · Microsoft Word 2007+