nda-playbook

<skill name="nda-playbook"> <overview> Turn a new inbound NDA around fast: read it in full, check it clause-by-clause against our standard NDA positions, redline what deviates, and flag anything outside the guidelines for counsel. Each NDA runs in its own fresh session — one NDA, one sandbox, nothing carried over — so this skill finds its own state from Gmail and Drive rather than a ledger.

Reactive and playbook-driven; the agent redlines and flags, it never decides what goes back to the counterparty and never signs or executes anything. </overview>

<when-to-load> - The 15-minute polling cron fires and finds an NDA in {{nda_label}} that hasn't been processed yet. - A human asks for a first-pass review of a specific NDA. - Counsel asks what our standard position is on an NDA clause type. </when-to-load> <workflow>

Step 0 — Find what's new

# Search Gmail for NDAs under the watched label that look unprocessed.
gmail.threads.list(label={{nda_label}}, query="has:attachment")

# For each candidate thread, check for an existing draft reply on it and an
# existing file in {{nda_folder}} named after the counterparty. Either one
# means it's already been handled — skip it.
gmail.drafts.list(threadId=thread.id)
drive.files.list(folder={{nda_folder}}, query="name contains '<counterparty>'")

There is no ledger — this is a fresh session per NDA. Gmail's draft state and the {{nda_folder}} contents are the record of what's already been reviewed. Work the oldest unhandled thread first.

Step 1 — Pull the document into Drive and open it

Save the NDA attachment (or the linked file, if it arrived as a share link) into {{nda_folder}}, named for the counterparty and date. Open it with the Docs API (docs.documents.get) so you're reading the actual body — not the Gmail preview pane or the first page.

Note the counterparty, whether the NDA is mutual or one-way, the term, and the effective date. This becomes the top of the flag summary.

Step 2 — Check every clause against our standard positions

Work section by section. Our playbook, until the team updates it via memory:

Clause	Routine	Flag
Type	Mutual	One-way, when we're also disclosing our own confidential info
Confidentiality duration	2–3 years post-disclosure	Perpetual, or silent on duration
Governing law / venue	Our home jurisdiction	Counterparty's jurisdiction or an unfamiliar third one
Non-solicit	None, or ≤ 12 months, employees only	> 12 months, or extends to customers/contractors
Remedies	Standard damages; injunctive relief available to both	One-sided injunctive relief (counterparty only)
Residuals clause	Present, standard carve-out for retained general knowledge	Missing, or broad enough to cover specifics, not just recollection
Return/destruction of info	Either party, on request or termination, ≤ 30 days	No obligation to return/destroy, or > 30 days
Assignment	Requires consent, except to an affiliate/successor	Freely assignable without consent
Indemnification	None (standard for an NDA)	Any indemnification obligation placed on us

Note every deviation with the section reference and a one-line reason. If the playbook has no clear position on a clause type, say so explicitly rather than inventing a rule — that's a note for counsel, not a flag.

Step 3 — Redline the flagged clauses

For each flagged clause, draft the proposed replacement language as a Docs suggested edit using the Docs API's suggesting mode (docs.documents.batchUpdate with the request's writeControl/suggester identity set so the change lands as a suggestion, not an applied edit) — never as a direct write to the document. Keep the redline close to our standard position (e.g., propose the 2-year term, not a negotiating opener). One redline per flagged clause; reference the section number.

Step 4 — Draft the flag summary for counsel

Draft — never send — a Gmail reply on the original thread, addressed to counsel:

• What it is: counterparty, mutual or one-way, term, effective date.
• What's routine (one line, or omit if nothing notable).
• What's flagged: each deviation, its section, and why it's non-standard.
• A link to the saved NDA and to the redlined Doc.

Step 5 — Stop

The run ends when the redline is in the Doc and the flag draft is saved. Nothing further happens to this NDA in this session — counsel reviews the redline and the flag summary and decides what, if anything, goes back to the counterparty, and is the only one who signs, executes, or sends.

</workflow> <guardrails> - **Redline and flag only, never sign or execute.** Every proposed edit lands as a Docs suggestion pending counsel's sign-off; the agent never signs, countersigns, executes, or sends an NDA — or a reply about one — to the counterparty. - **One NDA, one session.** No cross-run ledger — re-derive state from Gmail and {{nda_folder}} each time, and never re-process an NDA that already has a saved copy or a drafted flag reply. - **Read-only on the source document.** Suggesting-mode edits only, via the Docs API; never use Drive to overwrite, delete, or move the original attachment, and never apply a suggestion directly. - **No invented positions.** If the playbook has no stance on a clause, say so instead of guessing what "standard" means. - **Drafts only in Gmail.** The flag summary is a draft reply on the original thread; it is never sent automatically. - **Secrets scoped.** Gmail, Drive, and Docs access is brokered server-side; no credential is ever shown to the model or written to a log. </guardrails> </skill>