How to Review NDAs With an Agent

NDA review triage is the process of deciding whether an inbound confidentiality agreement is routine, needs targeted legal review, or should stop before signature. The useful output is not a long memo for every document. It is a fast GREEN, YELLOW, or RED routing call, with specific flags and surgical redlines where a mechanical fix is safe.

This work is easy to postpone because most NDAs look routine. The risk is that one document carries a non-solicit, broad residuals clause, hidden IP grant, unusual forum, or services-agreement obligation that should never be waved through as "just an NDA."

Why NDA review quietly costs you

The cost of NDA review is not only lawyer time. It is sales cycle delay, founder interruption, and inconsistent risk calls. One counterparty gets a broad residuals clause accepted because the reviewer was busy. Another waits three days for a clean mutual NDA because nobody knew it could route to signature.

A triage process keeps legal judgment focused. Routine documents move quickly, unusual terms are named precisely, and hard documents reach counsel with the issue already isolated.

What the manual process looks like

Done by hand, NDA triage has five steps:

1. Confirm the document is actually an NDA and identify the company's side: disclosing, receiving, or mutual with a practical direction.
2. Run a scope check for obligations beyond confidentiality, such as non-solicit, exclusivity, standstill, license grant, IP assignment, ROFR, MFN, or broad arbitration.
3. Screen the ten categories: structure, confidential-information definition, receiving-party obligations, carve-outs, permitted disclosures, term, return and destruction, remedies, problematic provisions, and governing law.
4. Classify the document GREEN, YELLOW, or RED against the team's positions, or against market-standard defaults when positions are missing.
5. Draft only surgical redlines and route the report for attorney approval.

The discipline is in refusing to over-draft. If a fix needs new language, the right output is "route to Legal for review", not a speculative rewrite.

What an agent can automate

NDA triage is well-suited to an agent because the checklist is repeatable and the output format is structured:

• Run the scope check first. The agent looks for obligations that make the document more than an NDA before it spends time on term analysis.
• Apply GREEN/YELLOW/RED routing. It screens each category as PASS, FLAG, or FAIL and produces a routing call with the reason.
• Draft small fixes. It proposes word, phrase, or subclause redlines only when the fix is mechanical. Larger fixes route to counsel.
• Write the attorney-ready report. The report includes parties, type, term, governing law, review basis, flags, risk, suggested fix, and routing timeline.

The agent does not give legal advice. It prepares a draft triage for a qualified human to approve.

The guardrails that make it safe

Legal workflow safety depends on explicit limits. This playbook treats every output as a draft, never a final legal conclusion. It does not sign, send, or rely on the NDA without attorney approval.

It also avoids false certainty. The agent cannot issue GREEN against missing or default positions. If the team's playbook is silent, the document routes YELLOW so a human can set the position and make the next review consistent.

Set it up in Task Machine

The NDA review & triage playbook installs the NDA Triage Agent, the NDA review workflow, and two legal-triage skills for scope checking, checklist screening, surgical redlines, and attorney approval. Setup takes a few minutes. You need a Task Machine workspace and permission to install playbooks (workspace owners have it). No service authorization is required for setup; the first run starts from an attached NDA.

1. Find the playbook

Open Playbooks in your workspace and search for "NDA review & triage", or browse the Legal category. The card shows that the playbook creates a workflow for attached counterparty NDAs.

2. Preview what it installs

Preview & install opens the install preview. Review the NDA Triage Agent, the nda-review and triage-nda skills, and the workflow that runs scope check, checklist screen, report drafting, verification, and attorney approval.

3. Define the review scope

Start setup asks for the counterparty, your party position, review priorities, and fallback positions. Use this to describe the usual deal shape and the issues that should be flagged, such as one-way obligations, missing independent-development carve-outs, broad residuals, or jurisdiction limits.

4. Generate and review

Generate customized playbook bakes the scope into the agent and workflow. In the review step, confirm that the approval node is still Attorney approval, that the agent's output remains a draft, and that the workflow starts with scope and side checks before term analysis.

5. Install

Install customized playbook creates the NDA Triage Agent, skills, and workflow. The follow-up starts the first NDA review & triage workflow. Attach the NDA, approve the run, and review the GREEN/YELLOW/RED report in your inbox before any document is signed, sent, or relied upon.

What good looks like

A good NDA triage process is measured by routing accuracy:

• Clean NDAs stay short. A true GREEN gets a one-line route-to-signature summary, not a long memo.
• YELLOW items are specific. Each flag names the term, the risk, and the likely resolution.
• RED items stop early. Non-NDA obligations, forbidden structures, missing critical carve-outs, or unsupported positions reach counsel before negotiation continues.

Common questions

Can an agent approve an NDA? No. The playbook drafts triage and redlines, then routes them to attorney approval. It does not provide final legal advice or sign anything.

What if the team has no NDA playbook yet? The agent may use market-standard defaults, but it must say so and cannot issue GREEN. Missing positions route to a human so the team can set a real default.

Should every NDA get a full report? No. A clean NDA should get a short GREEN summary. Long reports belong to flagged documents where the attorney needs the issue isolated.

What counts as a RED item? Examples include a unilateral NDA when mutual is required, missing critical carve-outs, embedded non-solicit or non-compete terms, perpetual confidentiality, broad residuals, hidden IP grants, or a document that is not actually an NDA.