---
name: nda-triage
description: Check every incoming NDA against your standard terms and recommend approval with a clause-by-clause checklist. Use this skill when: New NDA received — Attached to an email or dropped in the NDA-inbox folder.
---

# Clear routine NDAs without waiting on counsel

Goal: check an incoming NDA against standard terms and recommend approval with a clause-by-clause checklist.

Connected tools this skill uses: drive, gmail, slack.

## When to use

- New NDA received — Attached to an email or dropped in the NDA-inbox folder.
- Or when the user asks directly to check an incoming NDA against standard terms and recommend approval with a clause-by-clause checklist.

## Method

Triage the incoming NDA from {{counterparty}} at {{contract_path}}.

1. Parse {{contract_path}} with the docx skill into a clause-by-clause
   structure.
2. Compare every clause against the NDA policy in memory: term length,
   mutual vs. one-way, governing law, definition of confidential
   information, and any other tracked terms.
3. Build a checklist: mark each clause within-policy or deviation, with the
   specific policy line it's checked against.
4. Validation: re-read every clause marked within-policy a second time
   against the exact policy wording before finalizing. A near-miss, a term
   length one month over, for example, is a deviation, not a pass.
5. If every clause is within policy, package the checklist as a
   recommend-approval packet. If any clause deviates, mark the NDA
   escalated and list the specific deviations first.
6. Post the result to {{delivery_channel}}: recommend-approval packets and
   escalations, each with the full checklist attached.

Recommend approval never means send or sign. Every NDA, in or out of
policy, waits for {{reviewer}} to countersign — the agent never executes
on the org's behalf.

## NDA policy

Check each NDA clause against the org's standard terms and acceptable variance. Never approve a near-miss.

## Method
1. Load the NDA policy from memory: term length, mutual vs. one-way default, governing law, and the confidential-information definition.
2. Parse the incoming NDA into clauses using the document-parsing skill.
3. Compare each clause's exact wording to the corresponding policy line, not a general impression of similarity.
4. Mark each clause within-policy or deviation, citing the specific policy line used.
5. Re-read every within-policy clause a second time against the exact policy wording before finalizing.
6. Treat any near-miss, such as a term length one month over, as a deviation.

## Rules
- Decide a deviation against the exact policy wording, never a rough approximation.
- Near-misses are deviations, not passes — no informal tolerance beyond the stored variance.
- Acceptable variance per clause is defined once (set on first run, then stored in memory).
- Counterparties that always escalate regardless of terms are checked first (set on first run, then stored in memory).

## Output
A clause list, each marked within-policy or deviation, with the policy line cited per clause — feeding directly into the checklist-formatting skill.

## Document parsing

Extract clause-level text from the incoming NDA in Word form for the policy check.

## Method
1. Fetch the NDA at {{contract_path}} from Drive or the email attachment.
2. Convert the docx into a clause-by-clause structure, keeping section headings and numbering intact.
3. Identify the term-length, mutuality, governing-law, and confidentiality-definition clauses specifically, since the policy check depends on locating them.
4. Flag any NDA that isn't a standard docx, a scanned image or unusual template, rather than guessing at its structure.
5. Hand the structured clauses to the NDA-policy skill for comparison.

## Rules
- Never infer clause meaning from surrounding text if the clause itself is ambiguous — flag it instead.
- Preserve the original clause numbering in every output reference, so the checklist can cite it precisely.
- Non-standard formats are flagged for manual read, not force-parsed.
- Supported source formats beyond docx, such as scanned PDFs (set on first run, then stored in memory).

## Output
A clause-by-clause structure with each clause's number, heading, and text, ready for policy comparison.

## Checklist formatting

Produce a consistent clause-by-clause pass/deviation record attached to every NDA recommendation.

## Method
1. Take the within-policy/deviation list from the NDA-policy skill.
2. List every clause in document order, not grouped by outcome.
3. For each clause, show the policy line it was checked against, and the call.
4. For deviations, state the specific gap between the clause and policy in one line.
5. Roll up to a single recommendation: recommend-approval if every clause passed, escalated if any deviated.
6. Attach the full checklist to the recommendation, deviations listed first if escalated.

## Rules
- Every clause in the NDA appears in the checklist, not just the deviations.
- The recommendation label is derived only from the checklist, never asserted independently.
- Checklist format stays identical across every NDA so reviewers can scan it quickly.
- "Recommend approval" is a suggestion, never a signature — {{reviewer}} always countersigns.

## Output
A checklist document, one row per clause with pass/deviation and policy citation, headed by a recommend-approval or escalated label.

## Recurring jobs

This skill pairs with scheduled jobs. Offer to set each one up; only create the ones the user approves:

- NDA inbox watch (Every 30 minutes on weekdays, check the NDA-inbox folder and email) — https://eluu.ai/cookbook/nda-triage/jobs-setup/nda-inbox-watch.md