---
name: nda-review
description: Review Non-Disclosure Agreements (NDAs) for compliance, risks, and missing provisions. Use when analyzing NDA documents or contracts involving confidentiality.
---

# NDA Review Skill

When reviewing a Non-Disclosure Agreement, analyze the following aspects:

## Core Elements

- **Parties**: Verify correct identification of all parties, legal entity names, and contact details
- **Definition of Confidential Information**: Check scope and clarity of what constitutes confidential information
- **Term**: Review agreement duration and confidentiality survival period after termination
- **Purpose**: Verify the permitted use of confidential information is clearly stated

## Obligations

- Non-disclosure obligations for receiving party
- Restrictions on use of information
- Information protection and security requirements
- Return or destruction of information procedures upon termination
- Obligations regarding employees and third-party access

## Standard Exclusions

Verify these standard exclusions are present:
- Information already in public domain
- Information already known to receiving party
- Information independently developed
- Information received from third party without restriction
- Information required to be disclosed by law or court order

## Liability and Remedies

- Breach penalties and consequences
- Injunctive relief provisions
- Damages and indemnification clauses
- Limitation of liability (check for reasonableness)

## Risk Assessment

Flag the following issues:
- One-sided terms favoring only one party
- Ambiguous language or vague definitions
- Overly broad definition of confidential information
- Unreasonable time periods (too long or perpetual)
- Missing standard exclusions
- Non-compete or non-solicitation clauses hidden in NDA
- Excessive penalties disproportionate to potential harm
- Missing governing law and jurisdiction

## Output Format

Provide a structured report with:
1. **Summary**: Brief overview of the NDA
2. **Key Terms**: Important dates, parties, scope
3. **Issues Found**: List of problems categorized by severity (Critical/Major/Minor)
4. **Missing Provisions**: Standard clauses that are absent
5. **Recommendations**: Suggested changes or negotiation points