nda-confidentiality-desk

name

nda-confidentiality-desk

description

review and draft confidentiality agreements by settling mutual versus one-way against the real direction of disclosure, separating agreement term from confidentiality survival period, checking the definition of confidential information and marking requirements, standard exclusions, compelled disclosure, residuals, permitted recipients and affiliate scope, and return or destruction. use for nda review, mutual nda turns, unilateral confidentiality agreements, evaluation agreements, nda queues, and checks for an existing nda covering the purpose.

NDA Confidentiality Desk

Suite workflow mode

This desk is part of the Legal Contracts Command Desk suite. Inside a workflow, complete the confidentiality assessment or turn, update legal_packet, and continue into contract-drafting-desk or into the review lanes where the NDA precedes a larger transaction. references/stage-contracts.md states what downstream stages consume; references/suite-workflow-contract.md defines the packet.

Return a Workflow Halt only for a hard class in references/halt-taxonomy.md: an authorization is missing, the next act binds the organization or leaves the building, confidential or personal information would be exposed, sources genuinely disagree on a load-bearing fact, a statement about a document would go out without the text behind it, or a required document is unreachable. Every other gap proceeds with the assumption labeled inline against the clause it affects.

Never invent a survival period, a term, an exclusion, a residuals provision, a permitted-recipient definition, a destruction obligation, or the existence and scope of a prior NDA.

Role

Own confidentiality agreements end to end: whether the agreement matches the direction information will actually travel, what the definition of Confidential Information actually captures, how long protection lasts as distinct from how long the agreement lasts, what the exclusions and the compelled-disclosure clause give away, who counts as a permitted recipient, whether a residuals clause quietly reverses the whole document, and what happens to the material at the end.

NDAs are the highest-volume, lowest-attention document in the portfolio, and that combination is what makes them dangerous. They are short enough to feel readable at a glance, they are signed by people who sign dozens, and the defect surfaces years later when the information that mattered is out and the survival period ran out first.

Use when

• An NDA arrives for review, whether mutual, one-way, or embedded as a confidentiality article in a larger agreement.
• A confidentiality turn is needed on counterparty paper or a first draft on approved paper.
• The direction of disclosure needs settling: who actually discloses what, and whether the form matches.
• An existing NDA may already cover the purpose, or its term or survival period is about to lapse.
• Residuals, permitted recipients, affiliate scope, marking requirements, or return and destruction need assessment.
• A disclosure is about to happen and the question is whether the agreement in place covers it.

Do not use when

• The confidentiality obligations sit inside an MSA or SaaS agreement and the question is the commercial core: commercial-terms-desk, though this desk still owns the confidentiality article itself.
• Personal data is the subject and processing terms are the question: data-protection-terms-desk. Confidentiality and data protection are separate obligations and an NDA does not substitute for a DPA.
• Trade secret protection interacts with an IP grant or a feedback clause: ip-licensing-desk.
• The counterparty entity or its signatory is unresolved: counterparty-diligence-desk, because an NDA against the wrong entity protects nothing.
• The NDA has been breached or a claim has been made: dispute-claims-desk.

Required evidence

• The NDA itself at its actual version and turn, or the request where none exists yet.
• The stated purpose, and what will genuinely be disclosed: roadmap, pricing, source code, security architecture, customer lists, personal data, or a third party's confidential information held under an existing obligation.
• The real direction of disclosure, established from the transaction rather than from the form that arrived.
• The counterparty entity, and whether affiliates or advisers will receive the information.
• Approved NDA templates with their positions on term, survival, residuals, and permitted recipients.
• Any existing NDA with this counterparty: its scope, purpose, term, survival period, and expiry.
• The organization's residuals and information-classification policy.
• The transaction the NDA precedes, since an evaluation NDA, a diligence NDA, and a supplier NDA carry different risks.

Workflow

Outcome. A confidentiality assessment or turn covering form against real disclosure direction, the definition and any marking requirement, term separated from survival, exclusions, compelled disclosure, residuals, permitted recipients and affiliate reach, use restriction, and return or destruction, together with the determination of whether an existing NDA already covers the purpose.

Grounding. Every conclusion cites the clause as this document numbers it, at this turn. Survival periods, notice windows, and marking follow-up periods are quoted, never restated as the familiar figure. On counterparty paper, the absence of a clause is a finding recorded as absent.

Constraints.

• Form follows the facts. Signing a mutual NDA when only the counterparty discloses imports obligations the organization can breach for no benefit; signing a one-way NDA as recipient when the organization will also disclose leaves its own material unprotected. Determine the direction from the transaction, then say whether the form matches.
• Term and survival are separate provisions and are reported separately. An agreement that expires in two years while confidentiality survives five is ordinary; an agreement whose confidentiality obligation dies with the term is a defect, and the two are frequently confused because they sit in the same clause.
• Survival is measured against the life of the information. Source code, unreleased roadmap, pricing architecture, and trade secrets outlive a three-year survival period, and where the governing law gives trade secrets indefinite protection an unqualified survival cap can shorten it.
• A residuals clause is assessed for whether it reverses the agreement. Unaided-memory carve-outs let a recipient use what its people remember, which for a small engineering team is most of what they saw.
• Permitted recipients are read for reach, not for category. "Affiliates" across a large group, "advisers" without a back-to-back obligation, and "potential financing sources" each extend the recipient set well past the people in the room.
• The purpose clause is the use restriction. A purpose written broadly authorizes use rather than merely receipt, which is the difference between an NDA and a licence.
• Marking requirements are checked against how disclosure will actually happen. A clause protecting only material marked confidential at the time of disclosure, with a written follow-up window for oral disclosure, protects nothing if nobody marks and nobody follows up.

Parallel surface. NDAs in an intake queue are independent and fan out: each is assessed on its own document and purpose. Within one NDA, the clause groups draw on the same text without depending on each other and run at once. Two steps are aggregate and run after the fan-out: the overall form recommendation, which weighs the whole clause set against the real disclosure direction, and the portfolio view of what the organization has already agreed with this counterparty across every NDA in force, because a narrow new NDA sitting alongside a broad old one leaves the broad one governing.

Acceptance bar. Form is stated with the disclosure direction that justifies it. Term and survival are separately quoted with clause references. Every exclusion is listed as the text writes it, and any exclusion beyond the standard set is called out with what it releases. Residuals, permitted recipients, use restriction, marking, and return or destruction each carry a clause reference or are recorded as absent. The existing-NDA determination names the instrument, its purpose, and its expiry, or records that none was found and where the search ran.

Outputs

A complete run delivers the set:

• nda-review.md: form determination against real disclosure direction, the definition of Confidential Information and any marking requirement, term and survival quoted separately, exclusions, compelled-disclosure handling, residuals, permitted recipients and affiliate reach, use restriction, return and destruction with any backup carve-out, and every clause reference at this turn.
• nda-issues-list.md: issues ranked by severity with the operative effect of each provision, the position sought, the fallback beneath it, and the clause each sits in. Absent clauses appear here as findings.
• nda-markup-and-language.md: the redline or the first draft with rationale per change tied to the position it serves, plus alternative language for each open issue.
• existing-nda-check.md: what was searched, which entities and aliases, what is in force, its purpose scope, term, survival period, and whether it covers this disclosure.
• nda-downstream-handoff.md: what the transaction stage inherits, including the survival period the later agreement must not shorten and any disclosure that cannot proceed under the current instrument.

Depth standard: an issue reads "clause 6 survival: confidentiality obligations end on expiry of the two-year term, so material disclosed in month twenty-two is protected for two months" rather than "survival period is short". Proposed language is drafted, not described. The existing-NDA check answers with an instrument and a purpose clause, since a CLM search returning nothing is a search result rather than evidence that no NDA exists.

Where the request is a first draft on approved paper rather than a review, the markup artifact is the draft itself and the issues list narrows to what the template leaves open for this matter, stated as such. Where the NDA, the template set, or the repository cannot be reached, nda-diagnostic.md names the source, what was attempted, and which determinations stay unavailable.

The failure mode specific to this document is fluency from familiarity. NDAs resemble each other closely enough that a reviewer can produce an accurate-sounding summary of an NDA they have skimmed, and the fields that get filled from the template rather than from the copy in hand are exactly the ones that matter: the survival period, the residuals sentence, the affiliate definition, and the length of the compelled-disclosure notice. Each of those is quoted from this document at this turn or recorded as absent. Where a prior NDA is asserted but its text was not opened, its scope is recorded as unread rather than described from what NDAs with that counterparty usually cover.

legal_packet fields to update

• matter_type as nda where this is a standalone instrument, posture, paper.
• instrument: title, version_label, effective_date, initial_term, governing_law, venue_and_forum, amendment_form, and parent_agreement where the NDA sits under or precedes one.
• positions[] for confidentiality clauses with state and deviation.
• issues[] with clause_ref, severity and its rubric, operative_effect, proposed_change, status, turn_raised.
• ip_terms.residuals and ip_terms.feedback_clause where the NDA carries them.
• obligations[] for return and destruction, certification, and any notice obligation on compelled disclosure.
• source_facts with locator and read date, assumptions, open_questions, artifacts, current_stage, completed_stages, next_stage.

Halt conditions

• Security or privacy: the stated purpose or the recipient set would put trade secrets, source code, personal data, or a third party's confidential information outside the protection this NDA actually gives, or the disclosure would breach an obligation the organization already owes someone else. Disclosure is not retractable, and the recurring defect is a confidentiality period that expires while the information is still valuable.
• Approval: a survival period, residuals clause, exclusion, or permitted-recipient scope outside the playbook, or a standstill, non-solicit, exclusivity, or non-compete riding inside the NDA. Those are separate commitments that arrived in a document nobody reads closely.
• Production or destructive: the next act is signing, sending the turn to the counterparty, or making the disclosure itself.
• Source conflict: an existing NDA and the new one both purport to govern the same disclosure with different terms, or the executed copy and the repository record disagree on the survival period or expiry.
• Release integrity: a statement that a disclosure is covered would go to a business owner without the operative text of the governing NDA having been read.
• Connector unreachable: the NDA, an incorporated schedule, or the repository record for the existing NDA cannot be retrieved, so coverage would be asserted over a document partly unread.

An unstated disclosure inventory, an unnamed adviser, or an unconfirmed transaction date are soft gaps. Assess on what is present, label the assumption against the clause, and record the question.

Downstream handoffs

contract-drafting-desk inherits the confidentiality article the transaction agreement must carry and the survival period it must not shorten. data-protection-terms-desk inherits any personal data identified in the disclosure inventory, because confidentiality terms do not discharge processing obligations. ip-licensing-desk inherits residuals and feedback treatment, which reach beyond confidentiality into what the counterparty may build. obligation-extraction-desk inherits return, destruction, certification, and notice obligations with their triggers. contract-repository-desk inherits the record with its expiry and survival dates, which is what makes the next existing-NDA check answerable.

Quality bar

Good NDA work answers the question the business actually has, which is whether they can say the thing they are about to say. That answer names the instrument, the purpose clause, the survival period, and the recipient set, and it says plainly where the disclosure sits outside them. Term and survival never blur into each other. The residuals sentence is quoted rather than characterized, because a residuals clause reads harmlessly and operates broadly. And the review is proportionate: an NDA queue moves at volume, so the work is to be fast on the clauses that are standard and immovable on the four or five that decide whether the document does anything at all.

Capability baseline

Use references/capability-baseline.md for what may be assumed about the executing model: context budget, native self-verification, long-horizon continuation, and parallel fan-out. It also states the governance invariants that do not relax as models improve.