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## NDA Triage Report
**Classification: RED. Do not sign as drafted.**
**Parties:** Orrin Analytics, Inc. / Halvard Systems Ltd.
**Type:** Mutual
**Term:** 2 years, with confidentiality surviving 3 years after the agreement ends
**Governing Law:** Delaware law and Delaware courts
**Review Basis:** Default market-standard criteria (no NDA playbook was provided)
### Screening Results
| Criterion | Status | Notes |
|---|---|---|
| Structure | PASS | Standalone and mutual, which fits an exploratory partnership discussion. |
| Definition scope | PASS | Limited to non-public information that is marked or reasonably understood to be confidential. |
| Standard carveouts | PASS | All five are present: public, prior knowledge, independent development, third-party receipt and legal compulsion with notice. |
| Use and disclosure | PASS | Limited to the Purpose and to need-to-know employees, contractors and advisors under similar duties. Affiliates are not mentioned, which is a minor point. |
| Term | PASS | 2 years plus 3 years survival is within the standard range. |
| Return and destruction | PASS | Includes a retention exception for legal and routine backup copies. |
| Remedies | NOTE | No remedies clause. This is neutral and not a blocker. Counsel may want to add an equitable-relief acknowledgment. |
Show the rest (29 more lines)
| Problematic provisions | **FAIL** | Section 7 contains a non-solicit and no-hire. |
| Governing law | PASS | Delaware is a well-established commercial jurisdiction, and the law and forum are consistent. No arbitration. |
### Issue Found
**Section 7, "General Cooperation" (RED)**
- **What:** The heading is misleading, but the clause is a mutual employee non-solicit and no-hire. It runs for the term plus 24 months, so up to 4 years. It covers indirect solicitation and also bars hiring, not just soliciting. It applies to any employee the party had "contact" with in connection with the Purpose.
- **Risk:**
- Restrictions on hiring and recruiting don't belong in an NDA.
- The no-hire reaches inbound applicants too. If a Halvard engineer you meet in the technical deep dive later applies to Orrin, you could be in breach.
- The technical deep dive will create the "contact" that triggers the restriction, and "contact" is undefined.
- The restriction outlasts the actual confidentiality exchange and could affect your hiring for years.
- **Suggested fix:** Delete Section 7 entirely. If Halvard insists, a fallback is to limit it to targeted solicitation (not general recruiting or job postings), remove the "hire" language, carve out inbound applicants, and cap it at 12 months.
### Recommendation
Do not sign today as drafted. Everything else is clean, so this should be fast. Send Halvard a one-line redline that deletes Section 7. If they accept, the NDA would classify as GREEN and could be signed the same day.
### Next Steps
1. Tell Sales the only blocker is Section 7, and that a quick redline can still make today feasible.
2. Send the redline to Halvard: strike Section 7 and say that non-solicit terms aren't something Orrin includes in NDAs.
3. Route to counsel or your designated reviewer. They should approve the fallback position in advance if you want to negotiate rather than only strike.
4. Optionally ask counsel to add a standard equitable-relief clause and an affiliates reference.
5. Once Section 7 is removed, approve under standard delegation of authority and sign.
6. Until it's signed, tell the team not to share technical materials with Halvard.
*This is a screening analysis, not legal advice. Counsel should review before you rely on it.*