| name | nda-review |
| description | Reference: fast triage of inbound NDAs into GREEN / YELLOW / RED under English law of confidence and common law principles. Built for sales and BD to self-serve before pinging legal. Loaded by /commercial-legal-uk:review when an NDA is detected.
|
| user-invocable | false |
NDA Review (UK)
Matter context
Matter context. Check ## Matter workspaces in the practice-level CLAUDE.md. If Enabled is ✗ (the default for in-house users), skip the rest of this paragraph. If enabled and there is no active matter, ask: "Which matter is this for? Run /commercial-legal-uk:matter-workspace switch <slug> or say practice-level." Load the active matter's matter.md. Never read another matter's files unless Cross-matter context is on.
Destination check
Before producing output, check where it's going. If the user has named a destination outside the privilege circle, flag it and offer alternatives. See the canonical ## Shared guardrails → Destination check in this plugin's CLAUDE.md.
Purpose
Most inbound NDAs are fine. A few have landmines. This skill sorts them in under a minute so legal only reads the ones that matter.
The goal: a GREEN NDA should need nothing more than a signature. A YELLOW needs a solicitor's eyes on one or two specific things. A RED stops before anyone wastes time.
UK legal framework
English NDAs are governed by the common law of confidence, primarily based on Coco v AN Clark (Engineers) Ltd [1969] RPC 41 (the three-limb test: the information must have a quality of confidence; it must have been imparted in circumstances importing an obligation of confidence; there must be actual or threatened unauthorised use). [model knowledge — verify]
There is no specific UK statute governing commercial NDAs. Key principles:
- Springboard doctrine: prevents a party from using confidential information to obtain an advantage, even where the information has subsequently become public.
[model knowledge — verify]
- Trade secrets: UK Trade Secrets (Enforcement, etc.) Regulations 2018 provide additional protections for trade secrets (defined as not generally known/ascertainable, commercially valuable, subject to reasonable steps to maintain secrecy).
[model knowledge — verify]
- Perpetual confidentiality: English courts will enforce perpetual obligations for trade secrets; for "mere" confidential information, a court may imply a reasonable time limit. Flag perpetual terms on non-trade-secret information.
[model knowledge — verify]
- Remedies: injunction, account of profits, damages — courts apply balance of convenience for interim injunctions (American Cyanamid principles).
[model knowledge — verify]
- Scotland: Scots law of confidence follows broadly similar principles to English law in this area, but under a distinct legal framework.
[model knowledge — verify]
Load the playbook first
Which side? Before applying the playbook, determine which side the company is on. Usually obvious: if the counterparty is a vendor or partner evaluating your product, you're sales-side; if you're evaluating theirs, you're purchasing-side. Mutual NDAs still have a side — whose paper is it.
Before triaging anything, read ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md → ## Playbook → the matching side → NDA triage positions. If no NDA triage positions section exists, ask the user for their position on each applicable term and record it before proceeding.
If ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md doesn't cover a term, ask:
Your playbook doesn't cover [term — e.g., "residuals clauses," "springboard post-termination obligations," "trade secrets vs. confidential information distinction"]. What's your default position — when should this be GREEN, when YELLOW, when RED? I'll add it to ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md.
Then record the answer and proceed.
Scope check
Before reviewing NDA-specific provisions, check whether the document is doing more than its name suggests. UK commercial NDAs can hide: standstills, licensing grants, exclusivity, non-solicits, non-competes, IP assignments, right of first refusal, most-favoured-nation clauses, and arbitration/jurisdiction clauses that govern far more than confidentiality disputes.
If the NDA contains obligations beyond confidentiality: auto-YELLOW regardless of the NDA-term analysis. Flag the non-NDA provisions:
This document is labelled an NDA but contains [standstill / licence grant / non-solicit / exclusivity / IP assignment / ROFR / MFN / broad arbitration]. It's more than an NDA. Route for solicitor review.
Do not silently push a document labelled "NDA" through NDA triage when the substantive obligations are a services agreement, a term sheet, or a covenant package in NDA clothing.
The triage
Classify the NDA into one of three buckets by applying the positions from ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md. The bucket definitions below are stable; the criteria that fill each bucket come from the playbook.
GREEN — route to signature
The NDA satisfies every position in the team's playbook, and no term triggers a RED flag per the playbook.
GREEN requires solicitor-reviewed playbook positions. GREEN is the only path to signature without solicitor review. It cannot be issued against default or absent positions. Before issuing GREEN, check: does the practice profile have a solicitor-reviewed ## NDA triage positions section? If not:
I can't issue GREEN without solicitor-reviewed NDA positions in your practice profile. Run /commercial-legal-uk:cold-start-interview --full with your commercial solicitor to set them, or route this NDA for solicitor review. Issuing GREEN against defaults means a non-lawyer set the positions the next non-lawyer relies on.
Output:
Prepend the work-product header from ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md ## Outputs.
[WORK-PRODUCT HEADER — per plugin config ## Outputs]
## NDA Triage: [Counterparty]
GREEN — route to signature
### Executive Summary
No red flags identified under the playbook. Route for signature per standard process.
| Check | Status | Playbook reference |
|---|---|---|
| [Each playbook check] | [pass/fail] | [`~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md` section] |
**Next step:** [Submit to CLM standard NDA workflow | Send to [approver from `~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md`] for signature]
Before proceeding past GREEN to signature: Read ## Who's using this in ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md. If the Role is Non-lawyer:
This step has legal consequences (countersigning an NDA binds the company). Have you reviewed this with a solicitor? If yes, proceed. If no, here's a brief to bring to them:
[Generate a 1-page summary: counterparty, NDA direction (mutual / one-way), the playbook checks run, anything the playbook didn't cover, what could go wrong if signed as-is, and the three things to ask the solicitor.]
If you need to find a solicitor or barrister: the Solicitors Regulation Authority (SRA) at sra.org.uk has a Find a Solicitor tool for England & Wales. The Law Society of Scotland (lawscot.org.uk) covers Scottish solicitors. The Bar Council (barcouncil.org.uk) has a Find a Barrister directory.
Do not proceed past this gate without an explicit yes.
YELLOW — needs a solicitor's eyes on specific items
One or more terms deviate from the playbook but aren't categorical deal-breakers, OR a term appears that the playbook doesn't address.
Output:
[WORK-PRODUCT HEADER — per plugin config ## Outputs]
## NDA Triage: [Counterparty]
YELLOW — flag for [approver name from `~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md`]
### Executive Summary
- [One-line actionable edit, e.g. "Strike non-solicit clause (Section 6)"]
- [One-line actionable edit]
### Flagged items
**1. [Issue]** — Section [X]
What: [one line]
Why flagged: [one line — which playbook position this hits, or "playbook is silent on this"]
**Legal risk:** [🔴/🟠/🟡/🟢] | **Business friction:** [🔴 Blocks deals / 🟠 Slows deals / 🟡 Confuses customers / 🟢 Invisible]
Likely resolution: [accept / push back on X / depends on deal context]
[repeat for each flag]
### Everything else
| Check | Status | Playbook reference |
|---|---|---|
| [playbook checks that passed] | pass | [`~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md` section] |
**Next step:** Ask [approver] about the flagged items, then route to signature if they're okay with it.
RED — stop, talk to legal first
The NDA hits a position on the playbook's "never accept" list, or the structure of the agreement is incompatible with the team's standard posture.
Output:
[WORK-PRODUCT HEADER — per plugin config ## Outputs]
## NDA Triage: [Counterparty]
RED — do not submit, talk to legal first
### Executive Summary
- [One-line actionable edit, e.g. "Section 4 — route to Legal for review"]
### Critical issues
**1. [Issue]** — Section [X]
> "[exact quote]"
Why this is a problem: [specific risk; cite the playbook position it violates]
**Legal risk:** [🔴/🟠/🟡/🟢] | **Business friction:** [🔴 Blocks deals / 🟠 Slows deals / 🟡 Confuses customers / 🟢 Invisible]
Recommended response: [use our paper instead | push back with specific language | walk]
**Next step:** Send this triage to [Head of Legal or named escalation person from `~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md`]. Do not send to CLM or approvals workflow. Do not tell the counterparty we'll sign.
Redline granularity
Edit at the smallest possible granularity. Surgical redlines — strike a word, insert a phrase, restructure a subclause — signal "we have specific asks." Only replace a whole clause when the counterparty's version is so far from your position that surgical edits would be harder to read than a fresh draft.
Jurisdiction assumption
This triage applies the governing-law and restrictive-covenant positions recorded in ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md. Key UK jurisdiction notes:
- Non-solicits / non-competes: Enforceable in English law if reasonable in scope, duration, and geographic extent — assessed under restraint of trade doctrine.
[model knowledge — verify]
- Scotland: Scots law of confidence and restrictive covenants — broadly similar principles but under a distinct legal framework; check with a Scotland-qualified solicitor.
[model knowledge — verify]
- Perpetual confidentiality: Enforceable for trade secrets; courts may limit "mere" confidential information to a reasonable period.
[model knowledge — verify]
If the NDA involves a jurisdiction outside the team's configured posture, flag it and note that the triage may not transfer as written.
Detailed check reference
For each check below, the bucket (GREEN/YELLOW/RED) is determined by ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md. This skill lists the categories to check; it does not hardcode thresholds.
Mutuality
Is the NDA mutual or one-way? Apply the team's position from ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md. If the playbook doesn't address one-way NDAs for this context, run the one-way questionnaire.
Definition of Confidential Information
Check scope (marked-only vs. everything-disclosed), marking requirements, oral-disclosure confirmation windows. Also check: whether the definition expressly carves out or captures "trade secrets" — if so, the UK Trade Secrets (Enforcement, etc.) Regulations 2018 may provide additional protection but also impose stricter requirements (e.g., reasonable steps to maintain secrecy). [model knowledge — verify]
Carveouts
The five standard carveouts typically present in a UK NDA:
- Information that is or becomes public (other than through breach)
- Information the receiving party already had prior to disclosure
- Information independently developed without reference to the CI
- Information received from a third party free from restriction
- Information required to be disclosed by law or court order (with notice to discloser where legally permitted, subject to UK statutory and regulatory disclosure obligations)
Additional UK flag: Some UK NDAs include a carveout for disclosures required by FCA, CMA, FRC, ICO, or other UK regulatory bodies — check whether this aligns with the team's position.
Residuals
A residuals clause lets the receiving party use information retained in unaided memory. Apply ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md. If the playbook doesn't address residuals, ask.
Term and survival
Check the initial term length, the post-term survival period for confidentiality obligations, and whether trade secrets are carved out with longer (potentially perpetual) protection. Note: under English law, perpetual confidentiality is valid for trade secrets; for ordinary confidential information, a court may limit it to a reasonable period. [model knowledge — verify]
Restrictive covenants
Check for non-solicits (employee, customer), non-competes, exclusivity, and any restriction on who else the receiving party can engage with. UK-specific: Restrictive covenants in commercial contracts are enforceable in English law if reasonable — assessed under restraint of trade doctrine. Courts apply a stricter test than for ancillary restraints in business sale agreements. [model knowledge — verify]
Costs / fee-shifting
Check for fee-shifting provisions. Note: English courts default to the "loser pays" rule (CPR 44) in litigation — a contractual fee-shifting clause may simply duplicate default law or could go further. Check whether any fee-shifting is mutual. [model knowledge — verify]
Backup and archival carveout
Check whether the destruction/return clause includes an exception for standard backup and archival retention systems and any applicable statutory retention obligations under UK law (e.g., Companies Act 2006 records, HMRC record-keeping, Limitation Act 1980 limitation periods for documentary evidence). [model knowledge — verify]
Governing law
Per ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md ## Playbook → Governing law and venue. Note: "English law" and "UK law" are not the same — "English law" means England & Wales; "UK law" is not a legal system (Scotland, E&W, and NI are separate). Use precise language.
Counterparty context
Large corporate NDAs: Major corporates generally won't negotiate NDAs. Calibrate: is the RED flag truly a deal-breaker, or is it "different from our form"? If the business relationship matters, the call is whether to accept their paper — escalate that decision, don't make it.
SME NDAs: Will usually take our paper. If their NDA has issues, the fastest path is often "let's use ours."
Integration: CLM
If connected:
- GREEN → offer to create the CLM record in the standard NDA workflow
- YELLOW → offer to create it with a note attached listing the flagged items
- RED → do not create a record; the solicitor decides what happens next
What this skill does NOT do
- It does not negotiate. It sorts.
- It does not draft an NDA. If the answer is "use our paper," the user pulls our form from CLM or document system.
- It does not make the call on YELLOW items. It surfaces them for a human.
- It does not state a position on any NDA term. Positions live in
~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md.
Closing action
Read ~/.claude/plugins/config/uk-legal-plugins/commercial-legal-uk/CLAUDE.md → ## NDA triage preferences → closing_action.
If configured, append the closing action verbatim at the end of every output.
If closing_action is not configured, append: "Route final NDA through your standard approval process."
Close with the next-steps decision tree
End with the next-steps decision tree per CLAUDE.md ## Outputs. The tree is the output; the solicitor picks.
