NDA Review

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 — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run /commercial-legal:matter-workspace switch <slug> or say practice-level." Load the active matter's matter.md for matter-specific context and overrides. Write outputs to the matter folder at ~/.claude/plugins/config/claude-for-legal/commercial-legal/matters/<matter-slug>/. 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 (a channel, a distribution list, a counterparty, "everyone"), ask whether it's inside the privilege circle. Public channels, company-wide lists, counterparty/opposing counsel, vendors, and clients (for work product) waive the protection. When the destination looks outside the circle, flag it and offer (a) the privileged version for legal only, (b) a sanitized version for the broader channel, or (c) both — don't silently apply a privileged header and then help paste it somewhere the header won't protect it. 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 lawyer's eyes on one or two specific things. A RED stops before anyone wastes time.

Load the playbook first

Which side? Before applying the playbook, determine which side the company is on for this NDA. Usually obvious from the context: 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, and which direction is the evaluation running. If it's not obvious, ask. Read the matching playbook section (### Sales-side playbook or ### Purchasing-side playbook) from the config. Note which side in the output so the reviewer knows which playbook was applied. If the matching side is [Not configured], stop and tell the user to run /commercial-legal:cold-start-interview --side <side> before this triage can proceed.

Before triaging anything, read ~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md → ## Playbook → the matching side → NDA triage positions. That section is the source of truth for what makes an NDA GREEN, YELLOW, or RED for this team on this side. This skill does not ship with default positions on NDA terms — the law, the market, and each team's risk tolerance vary too much for hardcoded defaults to be safe.

If ~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md doesn't have an NDA triage positions section yet, or it's silent on a term that comes up in the NDA you're reviewing, ask the user:

Your playbook doesn't cover [term — e.g., "residuals clauses," "survival period," "one-way NDAs where you're the receiver"]. What's your default position — when should this be GREEN, when YELLOW, when RED? I'll add it to ~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md so the next review is consistent.

Then record the answer in ~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md and proceed with the triage using the new position.

Scope check

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