[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"skill:01M718DV0KK26VJC4PEVJ0HX9R":3,"skill-same:01M718DV0KK26VJC4PEVJ0HX9R":72},{"skillNo":4,"name":5,"nameZh":6,"description":7,"descriptionZh":6,"repositoryFullName":8,"ownerLogin":9,"ownerAvatarUrl":10,"ownerAccountNo":11,"ownerDisplayName":12,"repositoryNo":13,"starsCount":14,"licenseSpdxId":15,"licenseFileUrl":6,"sourceHtmlUrl":16,"categories":17,"keywords":23,"publishedAt":44,"linkOnly":45,"markdownContent":46,"markdownBody":47,"frontMatter":48,"refName":50,"commitSha":51,"skillDirectory":52,"forksCount":53,"repositoryHtmlUrl":54,"repositoryHomepageUrl":6,"ownerHtmlUrl":55,"ownerBlogUrl":56,"ownerDescription":6,"updatedAt":57,"install":58,"resources":71},"01M718DV0KK26VJC4PEVJ0HX9R","triage-nda",null,"Rapidly triage an incoming NDA and classify it as GREEN (standard approval), YELLOW (counsel review), or RED (full legal review). Use when a new NDA arrives from sales or business development, when screening for embedded non-solicits, non-competes, or missing carveouts, or when deciding whether an NDA can be signed under standard delegation.","anthropics\u002Fknowledge-work-plugins","anthropics","https:\u002F\u002Favatars.githubusercontent.com\u002Fu\u002F76263028?v=4","01M697XGDPXJAVQ8391V2BCYTE","Anthropic","01M7188MPC48111TN566QNQE3X",35660,"Apache-2.0","https:\u002F\u002Fgithub.com\u002Fanthropics\u002Fknowledge-work-plugins\u002Fblob\u002Fmain\u002Flegal\u002Fskills\u002Ftriage-nda\u002FSKILL.md",[18],{"categoryNo":19,"categoryName":20,"taxonomyType":21,"taxonomyTypeDesc":22},"01JBSEEDCAT000000000000037","律师与法务","PROFESSION","适用职业",[24,25,26,27,28,29,30,31,32,33,34,35,36,37,38,39,40,41,42,43],"triage nda","triage","nda","business","use","missing","for","development","as","full","screening","business development","classify","Counsel","text","review","when","new","delegation","green","2026-11-10 10:12:30",false,"---\nname: triage-nda\ndescription: Rapidly triage an incoming NDA and classify it as GREEN (standard approval), YELLOW (counsel review), or RED (full legal review). Use when a new NDA arrives from sales or business development, when screening for embedded non-solicits, non-competes, or missing carveouts, or when deciding whether an NDA can be signed under standard delegation.\nargument-hint: \"\u003CNDA file or text>\"\n---\n\n# \u002Ftriage-nda -- NDA Pre-Screening\n\n> If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](..\u002F..\u002FCONNECTORS.md).\n\nTriage the NDA: @$1\n\nRapidly triage incoming NDAs against standard screening criteria. Classify the NDA for routing: standard approval, counsel review, or full legal review.\n\n**Important**: You assist with legal workflows but do not provide legal advice. All analysis should be reviewed by qualified legal professionals before being relied upon.\n\n## Invocation\n\n```\n\u002Ftriage-nda\n```\n\n## Workflow\n\n### Step 1: Accept the NDA\n\nAccept the NDA in any format:\n- **File upload**: PDF, DOCX, or other document format\n- **URL**: Link to the NDA in a document system\n- **Pasted text**: NDA text pasted directly\n\nIf no NDA is provided, prompt the user to supply one.\n\n### Step 2: Load NDA Playbook\n\nLook for NDA screening criteria in local settings (e.g., `legal.local.md`).\n\nThe NDA playbook should define:\n- Mutual vs. unilateral requirements\n- Acceptable term lengths\n- Required carveouts\n- Prohibited provisions\n- Organization-specific requirements\n\n**If no NDA playbook is configured:**\n- Proceed with reasonable market-standard defaults\n- Note clearly that defaults are being used\n- Defaults applied:\n  - Mutual obligations required (unless the organization is only disclosing)\n  - Term: 2-3 years standard, up to 5 years for trade secrets\n  - Standard carveouts required: independently developed, publicly available, rightfully received from third party, required by law\n  - No non-solicitation or non-compete provisions\n  - No residuals clause (or narrowly scoped if present)\n  - Governing law in a reasonable commercial jurisdiction\n\n### Step 3: Quick Screen\n\nEvaluate the NDA against each screening criterion systematically.\n\n#### 1. Agreement Structure\n- [ ] **Type identified**: Mutual NDA, Unilateral (disclosing party), or Unilateral (receiving party)\n- [ ] **Appropriate for context**: Is the NDA type appropriate for the business relationship? (e.g., mutual for exploratory discussions, unilateral for one-way disclosures)\n- [ ] **Standalone agreement**: Confirm the NDA is a standalone agreement, not a confidentiality section embedded in a larger commercial agreement\n\n#### 2. Definition of Confidential Information\n- [ ] **Reasonable scope**: Not overbroad (avoid \"all information of any kind whether or not marked as confidential\")\n- [ ] **Marking requirements**: If marking is required, is it workable? (Written marking within 30 days of oral disclosure is standard)\n- [ ] **Exclusions present**: Standard exclusions defined (see Standard Carveouts below)\n- [ ] **No problematic inclusions**: Does not define publicly available information or independently developed materials as confidential\n\n#### 3. Obligations of Receiving Party\n- [ ] **Standard of care**: Reasonable care or at least the same care as for own confidential information\n- [ ] **Use restriction**: Limited to the stated purpose\n- [ ] **Disclosure restriction**: Limited to those with need to know who are bound by similar obligations\n- [ ] **No onerous obligations**: No requirements that are impractical (e.g., encrypting all communications, maintaining physical logs)\n\n#### 4. Standard Carveouts\nAll of the following carveouts should be present:\n- [ ] **Public knowledge**: Information that is or becomes publicly available through no fault of the receiving party\n- [ ] **Prior possession**: Information already known to the receiving party before disclosure\n- [ ] **Independent development**: Information independently developed without use of or reference to confidential information\n- [ ] **Third-party receipt**: Information rightfully received from a third party without restriction\n- [ ] **Legal compulsion**: Right to disclose when required by law, regulation, or legal process (with notice to the disclosing party where legally permitted)\n\n#### 5. Permitted Disclosures\n- [ ] **Employees**: Can share with employees who need to know\n- [ ] **Contractors\u002Fadvisors**: Can share with contractors, advisors, and professional consultants under similar confidentiality obligations\n- [ ] **Affiliates**: Can share with affiliates (if needed for the business purpose)\n- [ ] **Legal\u002Fregulatory**: Can disclose as required by law or regulation\n\n#### 6. Term and Duration\n- [ ] **Agreement term**: Reasonable period for the business relationship (1-3 years is standard)\n- [ ] **Confidentiality survival**: Obligations survive for a reasonable period after termination (2-5 years is standard; trade secrets may be longer)\n- [ ] **Not perpetual**: Avoid indefinite or perpetual confidentiality obligations (exception: trade secrets, which may warrant longer protection)\n\n#### 7. Return and Destruction\n- [ ] **Obligation triggered**: On termination or upon request\n- [ ] **Reasonable scope**: Return or destroy confidential information and all copies\n- [ ] **Retention exception**: Allows retention of copies required by law, regulation, or internal compliance\u002Fbackup policies\n- [ ] **Certification**: Certification of destruction is reasonable; sworn affidavit is onerous\n\n#### 8. Remedies\n- [ ] **Injunctive relief**: Acknowledgment that breach may cause irreparable harm and equitable relief may be appropriate is standard\n- [ ] **No pre-determined damages**: Avoid liquidated damages clauses in NDAs\n- [ ] **Not one-sided**: Remedies provisions apply equally to both parties (in mutual NDAs)\n\n#### 9. Problematic Provisions to Flag\n- [ ] **No non-solicitation**: NDA should not contain employee non-solicitation provisions\n- [ ] **No non-compete**: NDA should not contain non-compete provisions\n- [ ] **No exclusivity**: NDA should not restrict either party from entering similar discussions with others\n- [ ] **No standstill**: NDA should not contain standstill or similar restrictive provisions (unless M&A context)\n- [ ] **No residuals clause** (or narrowly scoped): If a residuals clause is present, it should be limited to information retained in unaided memory of individuals and should not apply to trade secrets or patented information\n- [ ] **No IP assignment or license**: NDA should not grant any intellectual property rights\n- [ ] **No audit rights**: Unusual in standard NDAs\n\n#### 10. Governing Law and Jurisdiction\n- [ ] **Reasonable jurisdiction**: A well-established commercial jurisdiction\n- [ ] **Consistent**: Governing law and jurisdiction should be in the same or related jurisdictions\n- [ ] **No mandatory arbitration** (in standard NDAs): Litigation is generally preferred for NDA disputes\n\n### Step 4: Classify\n\nBased on the screening results, assign a classification:\n\n#### GREEN -- Standard Approval\n\n**All** of the following must be true:\n- NDA is mutual (or unilateral in the appropriate direction)\n- All standard carveouts are present\n- Term is within standard range (1-3 years, survival 2-5 years)\n- No non-solicitation, non-compete, or exclusivity provisions\n- No residuals clause, or residuals clause is narrowly scoped\n- Reasonable governing law jurisdiction\n- Standard remedies (no liquidated damages)\n- Permitted disclosures include employees, contractors, and advisors\n- Return\u002Fdestruction provisions include retention exception for legal\u002Fcompliance\n- Definition of confidential information is reasonably scoped\n\n**Routing**: Approve via standard delegation of authority. No counsel review required.\n- **Action**: Proceed to signature with standard delegation of authority\n\n#### YELLOW -- Counsel Review Needed\n\n**One or more** of the following are present, but the NDA is not fundamentally problematic:\n- Definition of confidential information is broader than preferred but not unreasonable\n- Term is longer than standard but within market range (e.g., 5 years for agreement term, 7 years for survival)\n- Missing one standard carveout that could be added without difficulty\n- Residuals clause present but narrowly scoped to unaided memory\n- Governing law in an acceptable but non-preferred jurisdiction\n- Minor asymmetry in a mutual NDA (e.g., one party has slightly broader permitted disclosures)\n- Marking requirements present but workable\n- Return\u002Fdestruction lacks explicit retention exception (likely implied but should be added)\n- Unusual but non-harmful provisions (e.g., obligation to notify of potential breach)\n\n**Routing**: Flag specific issues for counsel review. Counsel can likely resolve with minor redlines in a single review pass.\n- **Action**: Counsel can likely resolve in a single review pass\n\n#### RED -- Significant Issues\n\n**One or more** of the following are present:\n- **Unilateral when mutual is required** (or wrong direction for the relationship)\n- **Missing critical carveouts** (especially independent development or legal compulsion)\n- **Non-solicitation or non-compete provisions** embedded in the NDA\n- **Exclusivity or standstill provisions** without appropriate business context\n- **Unreasonable term** (10+ years, or perpetual without trade secret justification)\n- **Overbroad definition** that could capture public information or independently developed materials\n- **Broad residuals clause** that effectively creates a license to use confidential information\n- **IP assignment or license grant** hidden in the NDA\n- **Liquidated damages or penalty provisions**\n- **Audit rights** without reasonable scope or notice requirements\n- **Highly unfavorable jurisdiction** with mandatory arbitration\n- **The document is not actually an NDA** (contains substantive commercial terms, exclusivity, or other obligations beyond confidentiality)\n\n**Routing**: Full legal review required. Do not sign. Requires negotiation, counterproposal with the organization's standard form NDA, or rejection.\n- **Action**: Do not sign; requires negotiation or counterproposal\n\n### Step 5: Generate Triage Report\n\nOutput a structured report:\n\n```\n## NDA Triage Report\n\n**Classification**: [GREEN \u002F YELLOW \u002F RED]\n**Parties**: [party names]\n**Type**: [Mutual \u002F Unilateral (disclosing) \u002F Unilateral (receiving)]\n**Term**: [duration]\n**Governing Law**: [jurisdiction]\n**Review Basis**: [Playbook \u002F Default Standards]\n\n## Screening Results\n\n| Criterion | Status | Notes |\n|-----------|--------|-------|\n| Mutual Obligations | [PASS\u002FFLAG\u002FFAIL] | [details] |\n| Definition Scope | [PASS\u002FFLAG\u002FFAIL] | [details] |\n| Term | [PASS\u002FFLAG\u002FFAIL] | [details] |\n| Standard Carveouts | [PASS\u002FFLAG\u002FFAIL] | [details] |\n| [etc.] | | |\n\n## Issues Found\n\n### [Issue 1 -- YELLOW\u002FRED]\n**What**: [description]\n**Risk**: [what could go wrong]\n**Suggested Fix**: [specific language or approach]\n\n[Repeat for each issue]\n\n## Recommendation\n\n[Specific next step: approve, send for review with specific notes, or reject\u002Fcounter]\n\n## Next Steps\n\n1. [Action item 1]\n2. [Action item 2]\n```\n\n### Step 6: Routing Suggestion\n\nBased on the classification, recommend the appropriate next step:\n\n| Classification | Recommended Action | Typical Timeline |\n|---|---|---|\n| GREEN | Approve and route for signature per delegation of authority | Same day |\n| YELLOW | Send to designated reviewer with specific issues flagged | 1-2 business days |\n| RED | Engage counsel for full review; prepare counterproposal or standard form | 3-5 business days |\n\nFor YELLOW and RED classifications:\n- Identify the specific person or role that should review (if the organization has defined routing rules)\n- Include a brief summary of issues suitable for the reviewer to quickly understand the key points\n- If the organization has a standard form NDA, recommend sending it as a counterproposal for RED-classified NDAs\n\n## Common NDA Issues and Standard Positions\n\n### Issue: Overbroad Definition of Confidential Information\n**Standard position**: Confidential information should be limited to non-public information disclosed in connection with the stated purpose, with clear exclusions.\n**Redline approach**: Narrow the definition to information that is marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.\n\n### Issue: Missing Independent Development Carveout\n**Standard position**: Must include a carveout for information independently developed without reference to or use of the disclosing party's confidential information.\n**Risk if missing**: Could create claims that internally-developed products or features were derived from the counterparty's confidential information.\n**Redline approach**: Add standard independent development carveout.\n\n### Issue: Non-Solicitation of Employees\n**Standard position**: Non-solicitation provisions do not belong in NDAs. They are appropriate in employment agreements, M&A agreements, or specific commercial agreements.\n**Redline approach**: Delete the provision entirely. If the counterparty insists, limit to targeted solicitation (not general recruitment) and set a short term (12 months).\n\n### Issue: Broad Residuals Clause\n**Standard position**: Resist residuals clauses. If required, limit to: (a) general ideas, concepts, know-how, or techniques retained in the unaided memory of individuals who had authorized access; (b) explicitly exclude trade secrets and patentable information; (c) does not grant any IP license.\n**Risk if too broad**: Effectively grants a license to use the disclosing party's confidential information for any purpose.\n\n### Issue: Perpetual Confidentiality Obligation\n**Standard position**: 2-5 years from disclosure or termination, whichever is later. Trade secrets may warrant protection for as long as they remain trade secrets.\n**Redline approach**: Replace perpetual obligation with a defined term. Offer a trade secret carveout for longer protection of qualifying information.\n\n## Notes\n\n- If the document is not actually an NDA (e.g., it's labeled as an NDA but contains substantive commercial terms), flag this immediately as a RED and recommend full contract review instead\n- For NDAs that are part of a larger agreement (e.g., confidentiality section in an MSA), note that the broader agreement context may affect the analysis\n- Always note that this is a screening tool and counsel should review any items the user is uncertain about\n","# \u002Ftriage-nda -- NDA Pre-Screening\n\n> If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](..\u002F..\u002FCONNECTORS.md).\n\nTriage the NDA: @$1\n\nRapidly triage incoming NDAs against standard screening criteria. Classify the NDA for routing: standard approval, counsel review, or full legal review.\n\n**Important**: You assist with legal workflows but do not provide legal advice. All analysis should be reviewed by qualified legal professionals before being relied upon.\n\n## Invocation\n\n```\n\u002Ftriage-nda\n```\n\n## Workflow\n\n### Step 1: Accept the NDA\n\nAccept the NDA in any format:\n- **File upload**: PDF, DOCX, or other document format\n- **URL**: Link to the NDA in a document system\n- **Pasted text**: NDA text pasted directly\n\nIf no NDA is provided, prompt the user to supply one.\n\n### Step 2: Load NDA Playbook\n\nLook for NDA screening criteria in local settings (e.g., `legal.local.md`).\n\nThe NDA playbook should define:\n- Mutual vs. unilateral requirements\n- Acceptable term lengths\n- Required carveouts\n- Prohibited provisions\n- Organization-specific requirements\n\n**If no NDA playbook is configured:**\n- Proceed with reasonable market-standard defaults\n- Note clearly that defaults are being used\n- Defaults applied:\n  - Mutual obligations required (unless the organization is only disclosing)\n  - Term: 2-3 years standard, up to 5 years for trade secrets\n  - Standard carveouts required: independently developed, publicly available, rightfully received from third party, required by law\n  - No non-solicitation or non-compete provisions\n  - No residuals clause (or narrowly scoped if present)\n  - Governing law in a reasonable commercial jurisdiction\n\n### Step 3: Quick Screen\n\nEvaluate the NDA against each screening criterion systematically.\n\n#### 1. Agreement Structure\n- [ ] **Type identified**: Mutual NDA, Unilateral (disclosing party), or Unilateral (receiving party)\n- [ ] **Appropriate for context**: Is the NDA type appropriate for the business relationship? (e.g., mutual for exploratory discussions, unilateral for one-way disclosures)\n- [ ] **Standalone agreement**: Confirm the NDA is a standalone agreement, not a confidentiality section embedded in a larger commercial agreement\n\n#### 2. Definition of Confidential Information\n- [ ] **Reasonable scope**: Not overbroad (avoid \"all information of any kind whether or not marked as confidential\")\n- [ ] **Marking requirements**: If marking is required, is it workable? (Written marking within 30 days of oral disclosure is standard)\n- [ ] **Exclusions present**: Standard exclusions defined (see Standard Carveouts below)\n- [ ] **No problematic inclusions**: Does not define publicly available information or independently developed materials as confidential\n\n#### 3. Obligations of Receiving Party\n- [ ] **Standard of care**: Reasonable care or at least the same care as for own confidential information\n- [ ] **Use restriction**: Limited to the stated purpose\n- [ ] **Disclosure restriction**: Limited to those with need to know who are bound by similar obligations\n- [ ] **No onerous obligations**: No requirements that are impractical (e.g., encrypting all communications, maintaining physical logs)\n\n#### 4. Standard Carveouts\nAll of the following carveouts should be present:\n- [ ] **Public knowledge**: Information that is or becomes publicly available through no fault of the receiving party\n- [ ] **Prior possession**: Information already known to the receiving party before disclosure\n- [ ] **Independent development**: Information independently developed without use of or reference to confidential information\n- [ ] **Third-party receipt**: Information rightfully received from a third party without restriction\n- [ ] **Legal compulsion**: Right to disclose when required by law, regulation, or legal process (with notice to the disclosing party where legally permitted)\n\n#### 5. Permitted Disclosures\n- [ ] **Employees**: Can share with employees who need to know\n- [ ] **Contractors\u002Fadvisors**: Can share with contractors, advisors, and professional consultants under similar confidentiality obligations\n- [ ] **Affiliates**: Can share with affiliates (if needed for the business purpose)\n- [ ] **Legal\u002Fregulatory**: Can disclose as required by law or regulation\n\n#### 6. Term and Duration\n- [ ] **Agreement term**: Reasonable period for the business relationship (1-3 years is standard)\n- [ ] **Confidentiality survival**: Obligations survive for a reasonable period after termination (2-5 years is standard; trade secrets may be longer)\n- [ ] **Not perpetual**: Avoid indefinite or perpetual confidentiality obligations (exception: trade secrets, which may warrant longer protection)\n\n#### 7. Return and Destruction\n- [ ] **Obligation triggered**: On termination or upon request\n- [ ] **Reasonable scope**: Return or destroy confidential information and all copies\n- [ ] **Retention exception**: Allows retention of copies required by law, regulation, or internal compliance\u002Fbackup policies\n- [ ] **Certification**: Certification of destruction is reasonable; sworn affidavit is onerous\n\n#### 8. Remedies\n- [ ] **Injunctive relief**: Acknowledgment that breach may cause irreparable harm and equitable relief may be appropriate is standard\n- [ ] **No pre-determined damages**: Avoid liquidated damages clauses in NDAs\n- [ ] **Not one-sided**: Remedies provisions apply equally to both parties (in mutual NDAs)\n\n#### 9. Problematic Provisions to Flag\n- [ ] **No non-solicitation**: NDA should not contain employee non-solicitation provisions\n- [ ] **No non-compete**: NDA should not contain non-compete provisions\n- [ ] **No exclusivity**: NDA should not restrict either party from entering similar discussions with others\n- [ ] **No standstill**: NDA should not contain standstill or similar restrictive provisions (unless M&A context)\n- [ ] **No residuals clause** (or narrowly scoped): If a residuals clause is present, it should be limited to information retained in unaided memory of individuals and should not apply to trade secrets or patented information\n- [ ] **No IP assignment or license**: NDA should not grant any intellectual property rights\n- [ ] **No audit rights**: Unusual in standard NDAs\n\n#### 10. Governing Law and Jurisdiction\n- [ ] **Reasonable jurisdiction**: A well-established commercial jurisdiction\n- [ ] **Consistent**: Governing law and jurisdiction should be in the same or related jurisdictions\n- [ ] **No mandatory arbitration** (in standard NDAs): Litigation is generally preferred for NDA disputes\n\n### Step 4: Classify\n\nBased on the screening results, assign a classification:\n\n#### GREEN -- Standard Approval\n\n**All** of the following must be true:\n- NDA is mutual (or unilateral in the appropriate direction)\n- All standard carveouts are present\n- Term is within standard range (1-3 years, survival 2-5 years)\n- No non-solicitation, non-compete, or exclusivity provisions\n- No residuals clause, or residuals clause is narrowly scoped\n- Reasonable governing law jurisdiction\n- Standard remedies (no liquidated damages)\n- Permitted disclosures include employees, contractors, and advisors\n- Return\u002Fdestruction provisions include retention exception for legal\u002Fcompliance\n- Definition of confidential information is reasonably scoped\n\n**Routing**: Approve via standard delegation of authority. No counsel review required.\n- **Action**: Proceed to signature with standard delegation of authority\n\n#### YELLOW -- Counsel Review Needed\n\n**One or more** of the following are present, but the NDA is not fundamentally problematic:\n- Definition of confidential information is broader than preferred but not unreasonable\n- Term is longer than standard but within market range (e.g., 5 years for agreement term, 7 years for survival)\n- Missing one standard carveout that could be added without difficulty\n- Residuals clause present but narrowly scoped to unaided memory\n- Governing law in an acceptable but non-preferred jurisdiction\n- Minor asymmetry in a mutual NDA (e.g., one party has slightly broader permitted disclosures)\n- Marking requirements present but workable\n- Return\u002Fdestruction lacks explicit retention exception (likely implied but should be added)\n- Unusual but non-harmful provisions (e.g., obligation to notify of potential breach)\n\n**Routing**: Flag specific issues for counsel review. Counsel can likely resolve with minor redlines in a single review pass.\n- **Action**: Counsel can likely resolve in a single review pass\n\n#### RED -- Significant Issues\n\n**One or more** of the following are present:\n- **Unilateral when mutual is required** (or wrong direction for the relationship)\n- **Missing critical carveouts** (especially independent development or legal compulsion)\n- **Non-solicitation or non-compete provisions** embedded in the NDA\n- **Exclusivity or standstill provisions** without appropriate business context\n- **Unreasonable term** (10+ years, or perpetual without trade secret justification)\n- **Overbroad definition** that could capture public information or independently developed materials\n- **Broad residuals clause** that effectively creates a license to use confidential information\n- **IP assignment or license grant** hidden in the NDA\n- **Liquidated damages or penalty provisions**\n- **Audit rights** without reasonable scope or notice requirements\n- **Highly unfavorable jurisdiction** with mandatory arbitration\n- **The document is not actually an NDA** (contains substantive commercial terms, exclusivity, or other obligations beyond confidentiality)\n\n**Routing**: Full legal review required. Do not sign. Requires negotiation, counterproposal with the organization's standard form NDA, or rejection.\n- **Action**: Do not sign; requires negotiation or counterproposal\n\n### Step 5: Generate Triage Report\n\nOutput a structured report:\n\n```\n## NDA Triage Report\n\n**Classification**: [GREEN \u002F YELLOW \u002F RED]\n**Parties**: [party names]\n**Type**: [Mutual \u002F Unilateral (disclosing) \u002F Unilateral (receiving)]\n**Term**: [duration]\n**Governing Law**: [jurisdiction]\n**Review Basis**: [Playbook \u002F Default Standards]\n\n## Screening Results\n\n| Criterion | Status | Notes |\n|-----------|--------|-------|\n| Mutual Obligations | [PASS\u002FFLAG\u002FFAIL] | [details] |\n| Definition Scope | [PASS\u002FFLAG\u002FFAIL] | [details] |\n| Term | [PASS\u002FFLAG\u002FFAIL] | [details] |\n| Standard Carveouts | [PASS\u002FFLAG\u002FFAIL] | [details] |\n| [etc.] | | |\n\n## Issues Found\n\n### [Issue 1 -- YELLOW\u002FRED]\n**What**: [description]\n**Risk**: [what could go wrong]\n**Suggested Fix**: [specific language or approach]\n\n[Repeat for each issue]\n\n## Recommendation\n\n[Specific next step: approve, send for review with specific notes, or reject\u002Fcounter]\n\n## Next Steps\n\n1. [Action item 1]\n2. [Action item 2]\n```\n\n### Step 6: Routing Suggestion\n\nBased on the classification, recommend the appropriate next step:\n\n| Classification | Recommended Action | Typical Timeline |\n|---|---|---|\n| GREEN | Approve and route for signature per delegation of authority | Same day |\n| YELLOW | Send to designated reviewer with specific issues flagged | 1-2 business days |\n| RED | Engage counsel for full review; prepare counterproposal or standard form | 3-5 business days |\n\nFor YELLOW and RED classifications:\n- Identify the specific person or role that should review (if the organization has defined routing rules)\n- Include a brief summary of issues suitable for the reviewer to quickly understand the key points\n- If the organization has a standard form NDA, recommend sending it as a counterproposal for RED-classified NDAs\n\n## Common NDA Issues and Standard Positions\n\n### Issue: Overbroad Definition of Confidential Information\n**Standard position**: Confidential information should be limited to non-public information disclosed in connection with the stated purpose, with clear exclusions.\n**Redline approach**: Narrow the definition to information that is marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.\n\n### Issue: Missing Independent Development Carveout\n**Standard position**: Must include a carveout for information independently developed without reference to or use of the disclosing party's confidential information.\n**Risk if missing**: Could create claims that internally-developed products or features were derived from the counterparty's confidential information.\n**Redline approach**: Add standard independent development carveout.\n\n### Issue: Non-Solicitation of Employees\n**Standard position**: Non-solicitation provisions do not belong in NDAs. They are appropriate in employment agreements, M&A agreements, or specific commercial agreements.\n**Redline approach**: Delete the provision entirely. If the counterparty insists, limit to targeted solicitation (not general recruitment) and set a short term (12 months).\n\n### Issue: Broad Residuals Clause\n**Standard position**: Resist residuals clauses. If required, limit to: (a) general ideas, concepts, know-how, or techniques retained in the unaided memory of individuals who had authorized access; (b) explicitly exclude trade secrets and patentable information; (c) does not grant any IP license.\n**Risk if too broad**: Effectively grants a license to use the disclosing party's confidential information for any purpose.\n\n### Issue: Perpetual Confidentiality Obligation\n**Standard position**: 2-5 years from disclosure or termination, whichever is later. Trade secrets may warrant protection for as long as they remain trade secrets.\n**Redline approach**: Replace perpetual obligation with a defined term. Offer a trade secret carveout for longer protection of qualifying information.\n\n## Notes\n\n- If the document is not actually an NDA (e.g., it's labeled as an NDA but contains substantive commercial terms), flag this immediately as a RED and recommend full contract review instead\n- For NDAs that are part of a larger agreement (e.g., confidentiality section in an MSA), note that the broader agreement context may affect the analysis\n- Always note that this is a screening tool and counsel should review any items the user is uncertain about\n",{"name":5,"description":7,"argument-hint":49},"\u003CNDA file or text>","main","e605d8ddbfb688da57dfaaceebd93f12a64ef1d3","legal\u002Fskills\u002Ftriage-nda",3944,"https:\u002F\u002Fgithub.com\u002Fanthropics\u002Fknowledge-work-plugins","https:\u002F\u002Fgithub.com\u002Fanthropics","https:\u002F\u002Fanthropic.com","2026-11-14 06:21:52",{"source":8,"skillName":5,"commands":59,"prompt":69,"zipAvailable":70},[60,63,66],{"tool":61,"command":62},"npx","npx skills add anthropics\u002Fknowledge-work-plugins --skill triage-nda",{"tool":64,"command":65},"bunx","bunx skills add anthropics\u002Fknowledge-work-plugins --skill triage-nda",{"tool":67,"command":68},"pnpm","pnpm dlx skills add anthropics\u002Fknowledge-work-plugins --skill triage-nda","安装技能，技能地址：https:\u002F\u002Fgithub.com\u002Fanthropics\u002Fknowledge-work-plugins\u002Fblob\u002Fmain\u002Flegal\u002Fskills\u002Ftriage-nda\u002FSKILL.md",true,[],[73,98,123,143,169,195],{"skillNo":74,"name":75,"nameZh":6,"description":76,"descriptionZh":6,"repositoryFullName":8,"ownerLogin":9,"ownerAvatarUrl":10,"ownerAccountNo":11,"ownerDisplayName":12,"repositoryNo":13,"starsCount":14,"licenseSpdxId":15,"licenseFileUrl":6,"sourceHtmlUrl":77,"categories":78,"keywords":79,"publishedAt":44},"01M718Y97HCGW12Q53PSJDY03W","ticket-deflector","Reads a forwarded customer email or ticket, pulls order and refund status from a payments connector (PayPal, Square, or Stripe) or Shopify, account history from the CRM, and open tickets from a support desk (Zoho Desk), drafts a tone-matched reply in the owner's writing voice, and can issue a refund through the payments connector with explicit owner approval. With Shopify connected it also runs a proactive order-triage mode that surfaces orders needing attention — unfulfilled past the promised window, payment problems, pending refunds, stuck shipments — and drafts the next action for each before the customer has to ask. Use when the user says \"draft a response,\" \"answer this customer,\" \"where's my order,\" \"I want a refund,\" \"check my orders,\" or \"anything about to blow up.\"","https:\u002F\u002Fgithub.com\u002Fanthropics\u002Fknowledge-work-plugins\u002Fblob\u002Fmain\u002Fsmall-business\u002Fskills\u002Fticket-deflector\u002FSKILL.md",[],[80,81,82,83,84,85,86,40,87,88,89,38,90,91,92,93,94,95,96,97],"ticket","ticket deflector","mode","up","payments","open","writing","workflow","ask","Connector","mail","window","next","customer","support","crm","past","read",{"skillNo":99,"name":100,"nameZh":6,"description":101,"descriptionZh":6,"repositoryFullName":8,"ownerLogin":9,"ownerAvatarUrl":10,"ownerAccountNo":11,"ownerDisplayName":12,"repositoryNo":13,"starsCount":14,"licenseSpdxId":15,"licenseFileUrl":6,"sourceHtmlUrl":102,"categories":103,"keywords":104,"publishedAt":44},"01M718Y55HFAN5705ME5VEDZ9K","tax-season-organizer","Prepares tax-season materials for the owner's accountant, not tax advice. US federal tax; a non-US business gets its closed-books packet instead. Two modes: (1) quarterly estimated tax from YTD net income in the ledger (MYOB, NetSuite, QuickBooks, Xero, or Zoho Books); (2) year-end 1099 prep, scanning the ledger, PayPal, and Stripe for contractors paid over USD 600 into a 1099-NEC list with missing W-9 flags.\nAny tax request routes first to \u002Ftax-prep, which confirms the books are closed and reconciled before running this skill. Use this skill directly only when the owner says the period's books are already closed: \"books are closed, now do the 1099s,\" \"run the quarterly estimate off the closed numbers,\" or \"just the contractor W-9 list.\"","https:\u002F\u002Fgithub.com\u002Fanthropics\u002Fknowledge-work-plugins\u002Fblob\u002Fmain\u002Fsmall-business\u002Fskills\u002Ftax-season-organizer\u002FSKILL.md",[],[105,106,107,108,109,110,111,112,113,114,40,115,116,117,118,119,97,120,121,122],"tax season organizer","tax","us federal","which","netsuite","paid","end","usd","only","now","books","xero","scanning","run","request","flags","list","stripe",{"skillNo":124,"name":125,"nameZh":6,"description":126,"descriptionZh":6,"repositoryFullName":8,"ownerLogin":9,"ownerAvatarUrl":10,"ownerAccountNo":11,"ownerDisplayName":12,"repositoryNo":13,"starsCount":14,"licenseSpdxId":15,"licenseFileUrl":6,"sourceHtmlUrl":127,"categories":128,"keywords":129,"publishedAt":44},"01M718Y13VVPHDD9NTDBVFJ2AZ","tax-prep","Prepares tax materials as a two-link chain — month-end-prep confirms the books are closed and reconciled first, then tax-season-organizer calculates the quarterly estimated payment or builds the year-end 1099-NEC list and accountant packet from those closed numbers. Requires a ledger (MYOB, NetSuite, QuickBooks, Xero, or Zoho Books); uses Gusto, PayPal, and Stripe when connected, else CSV upload. US federal tax math; a non-US business gets the closed-books packet. Prep material for a CPA, never tax advice, nothing filed. Trigger on \"quarterly taxes,\" \"estimated tax payment,\" \"how much should I set aside,\" \"1099s,\" \"1099-NEC,\" \"W-9s,\" \"year-end tax prep,\" \"get my books ready for my accountant,\" any phrasing that suggests a tax deadline is coming, or a question about net profit or YTD income that sounds like worry about a tax bill. An owner who says the period's books are already closed routes to tax-season-organizer directly.","https:\u002F\u002Fgithub.com\u002Fanthropics\u002Fknowledge-work-plugins\u002Fblob\u002Fmain\u002Fsmall-business\u002Fskills\u002Ftax-prep\u002FSKILL.md",[],[130,106,131,132,107,32,133,109,134,135,136,137,138,30,139,111,140,141,142,27],"tax prep","prep","SET","ready","never","zoho books","get","chain","profit","trigger","material","question","paypal",{"skillNo":144,"name":145,"nameZh":6,"description":146,"descriptionZh":6,"repositoryFullName":8,"ownerLogin":9,"ownerAvatarUrl":10,"ownerAccountNo":11,"ownerDisplayName":12,"repositoryNo":13,"starsCount":14,"licenseSpdxId":15,"licenseFileUrl":6,"sourceHtmlUrl":147,"categories":148,"keywords":152,"publishedAt":44},"01M718XWTWQZ01GYSG9T8RW8TW","speed-to-lead","Makes sure no inbound lead goes unanswered. Watches web forms, the shared inbox, and the CRM for new inquiries, qualifies each one against the owner's criteria, drafts a reply in the owner's voice with real meeting times for the owner to approve and send, routes anything hot to a human right away, and logs the whole thing to the CRM. Never sends on its own. Built to run on a schedule so overnight inquiries are drafted and sorted by morning, and works from forwarded or pasted inquiries when no connector is available. Use this whenever the owner is worried about inbound leads or response time — including phrasings like \"leads are going cold,\" \"did anyone answer that inquiry,\" \"I keep missing form submissions,\" \"nothing falls through the cracks,\" \"handle my inbound,\" \"respond to this lead,\" or \"we lose people because nobody gets back fast enough.\" Reach for it for a single unanswered inquiry as readily as for a standing setup.","https:\u002F\u002Fgithub.com\u002Fanthropics\u002Fknowledge-work-plugins\u002Fblob\u002Fmain\u002Fsmall-business\u002Fskills\u002Fspeed-to-lead\u002FSKILL.md",[149],{"categoryNo":150,"categoryName":151,"taxonomyType":21,"taxonomyTypeDesc":22},"01JBSEEDCAT000000000000034","行政与办公人员",[153,154,155,156,157,158,134,159,160,161,162,41,163,164,40,165,166,89,167,168],"speed to lead","lead","speed","shared","back","cold","time","inbox","send","respond","web forms","people","schedule","logs","sure","human",{"skillNo":170,"name":171,"nameZh":6,"description":172,"descriptionZh":6,"repositoryFullName":8,"ownerLogin":9,"ownerAvatarUrl":10,"ownerAccountNo":11,"ownerDisplayName":12,"repositoryNo":13,"starsCount":14,"licenseSpdxId":15,"licenseFileUrl":6,"sourceHtmlUrl":173,"categories":174,"keywords":178,"publishedAt":44},"01M718XQYMN1KY3TPS33967FK0","social-content-engine","Runs the owner's content operation as a standing thing rather than a one-off: keeps a rolling posting calendar, learns the owner's voice, generates on-brand Canva graphics, writes captions that sound like them, repurposes one asset into every channel format, and stages posts for approval instead of publishing on its own. Pulls product photos and prices from Shopify when connected; with no connectors, drafts the calendar and asset briefs for manual posting. Use this whenever the owner talks about posting, content, or social — including \"I need to post more,\" \"we've gone quiet on Instagram,\" \"what should we post this month,\" \"make the content,\" \"give me a month of posts,\" \"write this in my voice,\" \"repurpose this,\" or \"set up our content calendar.\" Reach for it for a single post as readily as for a full quarter. One handoff: a finished, approved campaign brief goes to canva-creator; this skill owns the standing operation.","https:\u002F\u002Fgithub.com\u002Fanthropics\u002Fknowledge-work-plugins\u002Fblob\u002Fmain\u002Fsmall-business\u002Fskills\u002Fsocial-content-engine\u002FSKILL.md",[175],{"categoryNo":176,"categoryName":177,"taxonomyType":21,"taxonomyTypeDesc":22},"01JBSEEDCAT000000000000036","内容创作者",[179,180,181,182,183,184,132,185,186,187,188,83,189,40,190,191,192,97,193,194],"social","social content engine","engine","content engine","social content","content","brief","posts","Captions","prices","campaign","me","product","calendar","write","drafts",{"skillNo":196,"name":197,"nameZh":6,"description":198,"descriptionZh":6,"repositoryFullName":8,"ownerLogin":9,"ownerAvatarUrl":10,"ownerAccountNo":11,"ownerDisplayName":12,"repositoryNo":13,"starsCount":14,"licenseSpdxId":15,"licenseFileUrl":6,"sourceHtmlUrl":199,"categories":200,"keywords":201,"publishedAt":44},"01M718XMPJVH0EVRVP998BVZPC","smb-router","The front door to the Small Business plugin. Listens to what the owner needs right now — vague or specific — and routes them to the best skill or slash command for the moment. Also serves as a guide: explains what's available, suggests what to try next, and adapts recommendations based on stored business context. Trigger whenever the owner asks \"what can you do,\" \"help me with my business,\" \"what should I focus on,\" \"I don't know where to start,\" or any open-ended business request that doesn't clearly match a single skill.","https:\u002F\u002Fgithub.com\u002Fanthropics\u002Fknowledge-work-plugins\u002Fblob\u002Fmain\u002Fsmall-business\u002Fskills\u002Fsmb-router\u002FSKILL.md",[],[202,203,204,32,205,30,139,206,85,207,114,27,208,209,210,211,212,190,213,92],"router","smb","smb router","do","front","single","you","vague","can","with","plugin","focus"]