NDA Analyser Skill

NDAs are often treated as routine paperwork but contain terms with significant long-term consequences. This skill analyses them systematically.

Required Inputs

• NDA text (paste in full or describe key clauses)
• Your party position (disclosing / receiving / mutual)
• Purpose of the NDA (e.g. pre-sales, hiring, M&A, partnership)
• Industry context (optional)

Output Structure

1. NDA Type and Parties

• Type: Unilateral / Mutual
• Disclosing party: [Name]
• Receiving party: [Name]
• Purpose: [As stated]
• Governing law: [Jurisdiction]
• Term: [Duration of obligations]

2. Definition of Confidential Information

• How broadly defined? Narrow / Standard / Very broad
• Oral disclosures included? Yes / No / With conditions
• Standard exclusions present? [public domain, prior knowledge, independently developed, legally required disclosure]
• Flag: [Unusual inclusions or missing exclusions]

3. Key Clause Analysis

[Clause name] — Concern / Watch / Standard

• What it says: [Plain English]
• Issue: [Why flagged]
• Standard position: [What this typically looks like]
• Negotiation suggestion: [If applicable]

Clauses always covered: permitted use, non-solicitation/non-compete, term and post-termination obligations, return/destruction of information, remedies, liability, residuals clause.

4. Negotiation Checklist

Point	Current position	Suggested ask