What problem does it solve? Negotiating mutual NDAs clause-by-clause without a firm playbook leads to inconsistent positions, missed risks, and slow turnaround. This Skill gives an AI agent a structured, executable playbook of preferred positions, approved replacement text, fallbacks, and unacceptable terms for US-law mutual NDAs. ## Core Features & Use Cases - Clause-by-clause positions: Covers definition of confidential information, confidentiality term, exclusions, return or destruction, permitted disclosures, injunctive relief, governing law, non-solicitation, affiliates, security safeguards, breach notification, AI use, residuals, and assignment. - Byte-exact approved text: Each clause provides approved and approved-fallback fences whose text is copied verbatim into the redline tool's replacement argument, with stated conditions for when each fallback applies. - Jurisdiction guard and oneNDA recognition: Stops and warns when the agreement is not governed by US state law, and treats unmodified oneNDA standard forms as fixed-body documents negotiated only through variable fields. - Use Case: A counterparty sends a mutual NDA governed by Delaware law. The agent checks the governing-law clause, then redlines the confidentiality term to three years with a trade-secret carve-out using the approved text, and proposes deletion of the residuals clause. ## Quick Start Review the attached mutual NDA against the firm playbook and redline any clauses that deviate from the approved positions.
