NDA Triage — Red / Yellow / Green

NDA Triage — Red / Yellow / Green

Purpose

High-volume NDA review is one of the most common legal bottlenecks. This workflow converts an NDA into a verdict — sign, counter, or reject — in under 90 seconds for standard NDAs, with a redline attached for Yellow verdicts. It is the entry point for all NDA review tasks; route to [[workflow-contract-redline-20min]] only for complex or unusual NDAs requiring deeper analysis.

Success metric: median time from NDA upload to verdict ≤ 90 seconds.

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Inputs

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Logic — Step-by-Step

Step 1: Load NDA

Accept the NDA in any of three ways:

1. Paste: user pastes the text directly
2. Upload: user uploads a file (PDF, Word)
3. Matter pull: pull from the active eFirm matter (if in [[efirm-matter-context]])

If the document is longer than ~5 pages (standard NDA is 2–4 pages), flag that this may be a more substantive agreement than a standard NDA and offer to route to [[workflow-contract-redline-20min]] instead.

Step 2: Side Detection

The NDA review is asymmetric — the same clause may be acceptable from one side and unacceptable from the other.

Auto-detect the user's side from:

• Matter context (if loaded)
• Explicit statement in the prompt ("I'm the receiving party")
• Party names in the NDA (if the user's company name is identifiable)

If side cannot be determined: ask before proceeding. A wrong-side analysis is worse than a delayed one.

Side implications:

Step 3: Quick Check — run [[review-nda-quick-check]]

The 10-point NDA quick-check:

Step 4: Risk Classification

Assign a verdict based on the quick-check results:

GREEN — Sign as-is, no negotiation needed:

• Condition: all 10 quick-check points pass; no unusual terms; standard market NDA
• Output: short approval note only

YELLOW — Counter-redline with 1–3 points:

• Condition: 1–3 issues identified that are addressable with targeted redlines; the NDA is otherwise acceptable
• Output: verdict note + proposed redlines for each issue
• Maximum issues for Yellow: if more than 3 material points need to change, escalate to Red

RED — Reject / send back to drafter:

• Condition: fundamental problems (overbroad definition without standard exclusions; unacceptable term; IP assignment risk; suspicious residuals clause for disclosing party; unfamiliar/unfavorable jurisdiction)
• Output: summary memo of issues; recommendation to return to drafter with markup or to reject entirely

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Output Template

All verdicts use this format:

VERDICT: [GREEN / YELLOW / RED]

QUICK RATIONALE: [1–2 sentences explaining the verdict]

ACTION: [Sign as-is / Counter-redline / Reject and return]

[IF YELLOW — REDLINES:]
Issue 1: [Clause] — [Problem] → [Proposed change]
Issue 2: [Clause] — [Problem] → [Proposed change]
Issue 3: [Clause] — [Problem] → [Proposed change]

[IF RED — MEMO SUMMARY:]
Critical issue 1: [Clause] — [Why it's a red]
Critical issue 2: [Clause] — [Why it's a red]
Recommendation: [Return to drafter with markup / Decline to sign]

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MENA-Specific NDA Flags

UAE / Civil Law NDAs

• Language: if the NDA governs a UAE-mainland relationship, an Arabic version or Arabic text controls clause may be expected; English-only NDAs are enforceable in UAE courts but Arabic text controls in government context
• Governing law / courts: NDA governed by UAE law and UAE courts — acceptable; NDA governed by foreign law with foreign courts — check if there is a legitimate reason; foreign judgments enforceable in UAE under bilateral treaties
• Penalty clauses: UAE Civil Code courts may reduce disproportionate penalty/damages provisions to actual loss; state liquidated damages clauses with caution; courts may adjust
• Non-compete in NDA: if an NDA contains a non-compete clause, this is atypical and should be flagged — non-competes belong in employment or commercial agreements, not NDAs

DIFC / Common Law NDAs

• DIFC NDAs follow English law structure; look for the standard Faccenda Chicken implied duty categories
• Injunctions: DIFC Courts readily grant interim injunctions for breach of confidence; receiving party should ensure the NDA does not expand injunctive liability beyond standard
• Boilerplate English NDAs imported for DIFC deals: generally fine if governing law is DIFC or English; watch for US-law-specific provisions (e.g., specific "trade secrets" defined under DTSA) that may not translate

KSA NDAs

• Arabic text: all important commercial agreements with Saudi parties should have Arabic versions; Arabic text should be stated to control
• Sharia overlay: NDAs are generally Sharia-compliant; no structural issues with standard NDA clauses
• Non-solicitation: Saudi courts may view aggressive employee non-solicitation clauses skeptically given employee rights under Labour Code

Lebanon NDAs

• Lebanese law of obligations (Code des Obligations et des Contrats) provides underlying framework
• NDAs in Lebanon are generally straightforward; main issue is enforceability of injunctions (Lebanese courts are slower and enforcement more complex than DIFC)
• Currency: if the NDA contains any damages or liquidated damages clauses, specify the currency explicitly

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Time Protocol

The 90-second target is for standard 2–4 page NDAs:

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Optional: eFirm Integration

After triage, offer to log the time entry in eFirm:

• Matter: [active matter name]
• Time: 0.1 units (minimum) for GREEN; 0.2–0.3 units for YELLOW with redline; 0.3–0.5 units for RED with memo
• Description: "NDA triage — [counterparty name] — [VERDICT]"

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Related Skills

• [[review-nda-quick-check]]
• [[draft-nda-mutual]]
• [[draft-nda-unilateral]]
• [[workflow-contract-redline-20min]]
• [[output-executive-summary-first]]