with the skill
## NDA Triage Report
**Classification: RED — full legal review required. Do not sign as drafted.**
**The blocker is Section 7:** despite its “General Cooperation” heading, it is an employee **non-solicitation and no-hire restriction**, not a standard confidentiality obligation. Mutuality does not remove that concern.
**Parties:** Orrin Analytics, Inc. and Halvard Systems Ltd.
**Type:** Mutual, standalone NDA
**Term:** 2 years; confidentiality obligations survive 3 years afterward
**Governing law / courts:** Delaware
**Review basis:** Default screening standards; no organization-specific playbook was provided.
## Screening Results
| Criterion | Status | Notes |
|---|---|---|
| Mutual obligations / purpose | PASS | Mutual protection for evaluating an integration partnership. |
| Confidential information definition | PASS | Limited to non-public information marked or reasonably understood as confidential. |
| Standard carveouts | PASS | All five are present, including independent development and legally compelled disclosure. |
| Use and permitted disclosures | PASS | Purpose-limited use; employees, contractors and advisors permitted on a need-to-know basis under similar duties. |
Show the rest (30 more lines)
| Standard of care | FLAG | No express reasonable-care obligation to safeguard information. |
| Term and survival | PASS | 2-year agreement and 3-year survival are within default ranges. |
| Return / destruction | PASS | On request, with legal and routine-backup retention exceptions. |
| Hiring restrictions | **FAIL** | Section 7 prohibits direct or indirect solicitation, recruitment **and hiring** of covered employees. |
| Other restrictive terms / remedies | PASS | No residuals, IP grant, exclusivity, audit rights or liquidated damages appear in the supplied text. |
| Governing law / forum | PASS | Delaware law and courts are consistent commercial choices. |
## Issues Found
### 1. Employee non-solicitation and no-hire — RED
**What:** Section 7 applies throughout the 2-year term and for another 24 months—potentially **4 years from signing**. It covers employees encountered in connection with the Purpose and contains no exceptions for general advertising, unsolicited applications or independent recruiter activity.
**Risk:** It could constrain ordinary recruiting and hiring even without misuse of confidential information. Employee hiring restrictions can also raise competition-law concerns requiring counsel’s assessment.
**Suggested fix:** **Delete Section 7 entirely.** If the prospect insists on a hiring restriction, have counsel separately assess necessity, legality and scope; do not treat it as routine NDA language.
### 2. No express safeguarding standard — YELLOW
**What:** Section 4 restricts use and sharing but does not expressly require reasonable care.
**Suggested fix:** Add: “Each party will protect the other party’s Confidential Information using at least reasonable care and no less than the care it uses to protect its own similar confidential information.”
## Recommendation and Next Steps
1. **Route to commercial/legal counsel before signature**, highlighting Section 7’s four-year potential duration and broad no-hire coverage.
2. For the fastest path today, ask the prospect to **delete Section 7 and add the reasonable-care sentence**, or offer your approved mutual NDA.
3. Hold confidential technical disclosures until an acceptable NDA is executed. Any same-day signature remains subject to counsel clearance and your internal signing authority.
**Reviewer summary:** Otherwise largely standard mutual NDA; embedded employee non-solicitation/no-hire is the signing blocker.
*This is workflow screening, not legal advice. Qualified counsel should review the flagged provisions before reliance.*