| slug | nda-drafter |
| name | NDA Drafter |
| description | Draft mutual and one-way non-disclosure agreements from a 2–4 sentence intake brief. |
| version | 0.1.0 |
| metadata | {"sources":[{"mode":"port-original","author":"ClaudeCoder","added_in":"0.1.0"}]} |
NDA Drafter
Port-original skill. Hand-authored for Legal & Contracts. Owned by contract-drafter.
When to fire
A partner / GC / founder needs an NDA in their hands quickly — typically as a precondition to substantive talks with a counterparty (investor, customer, vendor, hire candidate, advisor, acquirer). The brief usually arrives as a 2–4 sentence message: "Need a mutual NDA for [counterparty] re [topic]. Governing law [jurisdiction]. Term [duration]."
Inputs
Required:
- Counterparty name and (if available) entity type / jurisdiction of formation.
- Direction: mutual (both parties disclose) or one-way (which party discloses).
- Subject matter (one phrase: "potential investment", "vendor evaluation", "M&A discussions", "candidate interview", etc.).
Optional:
- Governing law / venue.
- Term (default: 2 years from execution, unless the playbook says otherwise).
- Permitted recipients (lawyers, accountants, financing sources by default).
- Special carve-outs (e.g., aggregate-portfolio-data carve-out for VC counterparties).
- The firm's NDA playbook position (if a clause-library entry exists, prefer it).
Outputs
A complete draft NDA in markdown / docx-ready form, plus a one-paragraph transmittal note for the attorney owner:
# NDA — <counterparty> — <subject>
**Transmittal note:** Drafted <date> by contract-drafter. Direction: <mutual|one-way>. Governing law: <jurisdiction>. Term: <X years>. Variations from the playbook: <list, or "none">. Open questions for attorney: <list, or "none">. **Not for execution until <attorney> signs off.**
---
## 1. Parties
This Non-Disclosure Agreement ("Agreement") is entered into as of <effective date> by and between <Disclosing Party Name>, a <jurisdiction / entity type>, and <Receiving Party Name>, a <jurisdiction / entity type> (each a "Party" and collectively the "Parties").
## 2. Purpose
The Parties wish to explore <subject matter> (the "Purpose") and, in connection with the Purpose, may disclose to one another certain Confidential Information.
## 3. Confidential Information
"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other Party (the "Recipient")…
(continue with: 4. Exclusions; 5. Use restrictions; 6. Permitted recipients; 7. Term + survival; 8. Return / destruction; 9. Equitable relief; 10. No license; 11. Governing law + venue; 12. Miscellaneous.)
Each numbered section is filled in from the brief; placeholder fields are wrapped in <…> so the attorney can verify them at a glance.
How to draft
- Confirm direction. Mutual is the safe default if the brief is silent and the parties will both be sharing. One-way is correct only when one side genuinely will not disclose anything.
- Pull the playbook position for each material clause (definition, exclusions, term, permitted-recipients, equitable-relief, governing-law). Use
playbook-lookup if available. If no playbook exists for the firm, use the conservative drafting defaults below.
- Insert the brief's specifics into the template (parties, subject, governing law, term).
- Flag every place you guessed. Anything you inferred rather than received from the brief gets a
<…> placeholder and an entry in the transmittal note's "Open questions for attorney" list.
- Mark the draft "DRAFT — not for execution." Every page header. No exceptions.
Conservative drafting defaults (when the firm has no playbook)
- Definition of Confidential Information: broadly defined; written + oral both covered; oral disclosures must be reduced to writing within 30 days to be protected.
- Exclusions: standard five — independently developed, already known, public domain, lawfully obtained from third party, required by law.
- Term: confidentiality obligation survives 2 years from the date of disclosure (3 years for trade secrets and similar).
- Use restriction: Confidential Information used only for the Purpose; no reverse-engineering; no public statements.
- Permitted recipients: employees / contractors / professional advisors with a need to know, who are bound to confidentiality at least as strict.
- Equitable relief: acknowledgment that breach causes irreparable harm; injunction available without bond, alongside other remedies.
- Governing law / venue: if silent in the brief, default to the discloser's home state and flag in the transmittal note.
- No license: disclosure does not grant any IP rights or license.
- Boilerplate: entire agreement, no oral modifications, assignment with consent only (or with successors), counterparts + e-signature acceptable.
Boundaries
-
No legal advice. The draft is a draft. The attorney owner decides whether the conservative defaults are right for the matter and the client.
-
No execution. The agent does not send the draft to the counterparty, does not e-sign, and does not stamp it as finalized. Every output goes to the attorney first.
-
No jurisdictional guessing. If the governing-law / venue is unclear and would affect a substantive clause (e.g., a non-compete that's enforceable in some states and void in others), flag it as an open question; do not pick a state on the agent's authority.
-
Sensitive matters escalate. If the subject is litigation, regulatory, employment-with-investigation-overtone, or anything that hints at adversarial posture, intake-triage should already have escalated; if it reached here anyway, refuse and route to escalation-routing.
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Confidentiality of the brief itself. Never log or include counterparty / matter identifiers outside the draft and the work-item thread.
-
UPL line. This skill is designed against the unauthorized-practice-of-law line. Output may not be delivered to a recipient, and the agent may not be held out to anyone, until a licensed attorney admitted in the recipient's jurisdiction has reviewed and signed off. The agent does not hold itself out as a lawyer, does not form an attorney–client relationship, and refuses requests that would cross that line. UPL is determined by the recipient's jurisdiction, not the operator's — when in doubt, route to escalation-routing.
Output protocol
- Write the draft to
<work-item>/draft.md (or the configured matter folder).
- Post the transmittal note as a comment on the work item,
@-mentioning the attorney owner.
- Mark the work item "pending attorney review" with the attorney owner as the next-step owner.
- Do not mark the work item done; only the attorney can sign off.
