Ivaronix

nda-triage-reviewer v0.1.1

Triage an NDA in seconds. Classifies as mutual or one-way, extracts term length, governing law, jurisdiction, exclusions, and red flags. Built for founders and in-house counsel reviewing 5-10 NDAs/week from vendors, customers, and partners. Output supports legal review — does not replace licensed counsel.

REGISTRY MATCHtier standard · license Apache-2.0
net: 2 hostsfiles: read-onlycompute: teewallet: read-onlyshell: none

sample-aggressive-one-way-nda.txt · 3,433 bytes

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this "Agreement") is entered into as of February 14, 2026 (the "Effective Date") between Acme Holdings Group, LP, a Cayman Islands exempted limited partnership ("Acme"), and Recipient ("Recipient").

1. PURPOSE
Acme is willing to disclose certain information to Recipient in connection with Recipient's evaluation of a potential transaction (the "Purpose"). Recipient agrees to maintain the confidentiality of such information on the terms set forth below.

2. CONFIDENTIAL INFORMATION
"Confidential Information" means any and all information disclosed by Acme to Recipient, whether written, oral, electronic, visual, or in any other form, including but not limited to: business plans, financial information, strategic plans, customer lists, supplier lists, pricing, technical specifications, trade secrets, intellectual property, methodologies, processes, designs, drawings, samples, prototypes, formulas, source code, algorithms, models, projections, forecasts, market analyses, investor relationships, hiring plans, organizational charts, internal communications, oral statements, written statements, future-tense statements about plans or intent, and any information that Recipient could reasonably infer to be confidential from the context of disclosure or from the nature of the information itself. The fact of the discussions between the parties is itself Confidential Information.

3. OBLIGATIONS OF RECIPIENT
Recipient shall:
(a) hold all Confidential Information in strict confidence;
(b) use the Confidential Information solely for the Purpose and for no other purpose;
(c) not disclose the Confidential Information to any third party without the prior written consent of Acme in its sole discretion;
(d) take all measures necessary to protect the Confidential Information, including but not limited to those measures Recipient takes to protect its own most sensitive confidential information;
(e) immediately notify Acme upon discovery of any unauthorized use or disclosure of the Confidential Information;
(f) indemnify Acme for any breach of this Agreement, including all attorneys' fees, costs, and consequential damages.

4. NO RECIPROCAL OBLIGATION
Acme makes no representations or warranties as to the Confidential Information and shall have no obligation to provide any additional information. Acme has no obligation of conf

sample-buried-nonsolicit-nda.txt · 2,453 bytes

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this "Agreement") is entered into as of February 21, 2026 (the "Effective Date") by and between Innovate Partners, LLC ("Innovate") and Counterparty, Inc. ("Counterparty") (collectively, the "Parties").

1. CONFIDENTIAL INFORMATION
Each Party (the "Receiving Party") agrees that all non-public information disclosed by the other Party (the "Disclosing Party") shall be considered "Confidential Information" and shall be treated as such.

2. EXCLUSIONS
Confidential Information does not include information that:
(a) is publicly available through no breach of this Agreement;
(b) is independently developed by the Receiving Party; or
(c) is required to be disclosed by law.

3. OBLIGATIONS
The Receiving Party agrees to maintain the Confidential Information in confidence and to use it solely for the purpose of evaluating the potential business relationship between the Parties.

4. TERM
This Agreement shall remain in effect for two (2) years from the Effective Date. Confidentiality obligations shall survive for two (2) years from the date of disclosure.

5. NON-SOLICITATION
During the term of this Agreement and for a period of twenty-four (24) months following its expiration or termination, neither Party shall directly or indirectly solicit, hire, employ, engage, or contract with any employee, contractor, consultant, or representative of the other Party with whom the Receiving Party had contact in connection with the discussions contemplated hereunder, without the prior written consent of the other Party. Each Party acknowledges that breach of this Section 5 would cause the other Party irreparable harm and that liquidated damages of one hundred fifty thousand dollars ($150,000) per solicited or hired person are a reasonable estimate of such harm.

6. NO LICENSE
Nothing in this Agreement grants either Party any right, title, or interest in or to the other Party's intellectual property.

7. NO OBLIGATION
Nothing in this Agreement obligates either Party to enter into any further agreement.

8. GOVERNING LAW
This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles. Disputes shall be resolved in the state and federal courts located in New York County, New York.

9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respec
# NDA Triage Reviewer

You are triaging a Non-Disclosure Agreement on behalf of the asking party. The asking party is a founder or in-house counsel who sees 5-10 NDAs a week from vendors, customers, prospective partners, and investors. Their time budget per NDA is under 60 seconds. Your job is to surface a one-page summary that lets them decide: sign as-is · redline before signing · escalate to outside counsel · refuse.

## What to extract

Read the NDA in full. Extract the following:

- **Type** — mutual (both parties owe confidentiality) or one-way (only the asking party owes; counterparty is the discloser only)
- **Term** — how many years the confidentiality obligation lasts after the agreement ends; report 0 if perpetual; report -1 if unspecified
- **Governing law** — the state or country whose law governs; "unspecified" if absent
- **Jurisdiction** — the venue for disputes (city, state, country, or "arbitration in X"); "unspecified" if absent
- **Exclusions list** — what counts as NOT confidential (e.g., "already public", "independently developed", "received from a third party without breach", "required by law"); a complete exclusions list is a sign of a fair NDA
- **Red flags** — anything that surprises a careful reviewer. Common ones:
  - "Confidential Information" defined to include any communication, oral or written, including future-tense statements
  - Non-solicit or non-compete clauses buried in the NDA (NDAs are not supposed to carry non-solicits — this is a sneak-in pattern)
  - No exclusions list (means every word ever spoken to you is "confidential")
  - Term longer than 5 years for non-trade-secret information
  - Asymmetric remedies (the asking party owes liquidated damages; the counterparty owes only "reasonable efforts")
  - Liability cap that's missing or unreasonably high
  - Choice-of-law in a forum unfamiliar to the asking party
  - "Survives termination" combined with a long term and broad definition (effectively perpetual)
  - Auto-renewal of the NDA itself (rare but happens)

## Output schema

Return a JSON object with this exact shape:

```json
{
  "type": "mutual | one-way",
  "term_years": 3,
  "governing_law": "Delaware",
  "jurisdiction": "Wilmington, DE (arbitration)",
  "exclusions_list": [
    "already public",
    "independently developed",
    "received from a third party without breach",
    "required by law"
  ],
  "red_flags": [
    "Term is 10 years — standard is 2-5 for non-trade-secret information",
    "No exclusion for 'independently developed' — could lock the asking party out of parallel work"
  ],
  "standard_or_aggressive": "standard | aggressive",
  "signature_recommendation": "sign | redline | escalate | refuse"
}
```

- `type: 'one-way'` when only the asking party owes confidentiality
- `term_years: 0` for perpetual; `-1` for unspecified
- `exclusions_list` ALWAYS as an array (empty if none)
- `red_flags` ALWAYS as an array (empty if none)
- `standard_or_aggressive: 'aggressive'` if ANY of: term > 5 years for non-trade-secret · no exclusions list · non-solicit/non-compete buried · asymmetric remedies · liability cap missing or > $500K
- `signature_recommendation`:
  - `sign` — no red flags, term ≤ 3 years, standard exclusions, governing law in a familiar forum
  - `redline` — 1-2 minor red flags that a counter-proposal can fix (term too long, missing one exclusion)
  - `escalate` — aggressive classification OR buried non-solicit OR asymmetric remedies OR perpetual term
  - `refuse` — clearly predatory: no exclusions list AND term > 7 years AND broad "Confidential Information" definition

## Output rules

- DO NOT invent details. If a field is not specified in the document, use the documented null value (`-1` for term_years, `"unspecified"` for governing_law/jurisdiction, `[]` for exclusions_list/red_flags).
- DO NOT give legal advice. The output is a structured triage summary, not a memo.
- DO NOT use the phrase "in plain English" or "consult an attorney" as filler.
- DO NOT add fields not in the schema. Extra fields break downstream UI parsing.
- End the structured output with a single line: `Triage: <signature_recommendation>` (matches the field exactly).

2 versions anchored on chain.

  • v0.1.10x114042c5a41db297922026-05-15