Scenario 01

---
name: review-proposed-acquisition-nda-scenario-01
task_id: corporate-ma/review-proposed-acquisition-nda/scenario-01
description: Guides preparation of a prioritized NDA issues memorandum where a draft acquisition NDA is reviewed against a client playbook and client instructions to identify deviations that require negotiation or escalation.
activates_for: [planner, solver, checker]
---

# Skill: Proposed Acquisition NDA Review (Buyer Side)

## 1. Subject-matter triage

- Treat the task as a buyer-side NDA comparison exercise, not a generic contract summary.
- First isolate the governing source set: draft NDA, client playbook, client instructions, and any process letter or transaction process note.
- Determine whether the transaction is single-counterparty or process-driven. If the documents indicate only one NDA form is being reviewed, state that expressly and review that single instrument against the full source set.
- If the process materials indicate an auction, staged disclosure, bid deadline, or management presentation workflow, use that context to assess whether confidentiality, standstill, use restrictions, and return/destruction mechanics are appropriately calibrated.

## 2. Failure modes the skill is correcting

- The review flags deviations from the playbook but does not separate material negotiation points from ordinary fallback positions.
- Transaction-specific instructions are noted in the abstract but not applied provision-by-provision to the draft NDA.
- Process context is ignored, so standstill scope, duration, disclosure mechanics, and timing provisions are not evaluated against the actual deal process.
- Issues are described without giving the counterparty a usable path to revise the language or without explaining escalation posture.
- The memorandum reads like a contract summary instead of a prioritized negotiation tool.
- Coverage becomes uneven when multiple NDA provisions interact; related clauses are analyzed in isolation rather than as a connected package.

## 3. Legal frameworks / domain conventions that apply

- Buyer-side NDA review requires comparison of each operative provision to the client’s stated market position, with deviations identified for negotiation or approval.
- Client instructions control over the playbook where they are more specific or later in time.
- Process letters and deal instructions may impose transaction-specific confidentiality mechanics, timing, permitted disclosure channels, or standstill expectations.
- Priority should reflect both legal risk and transactional friction: provisions affecting deal access, bidding freedom, use of information, or remedial exposure generally outrank housekeeping terms.
- Typical buyer-review focus includes confidential information definition, exclusions, permitted disclosures, representatives, compelled disclosure, residuals, use limitations, standstill, non-solicit, non-reliance / no warranty language, return and destruction, term, governing law, venue, equitable relief, and any consent or no-contact restrictions.
- Legal conclusions in the memo should be anchored to the controlling contractual language and, where a proposition relies on a legal rule, the relevant authority or conventional doctrine should be named rather than implied.

## 4. Analytical scaffolds

- Build a source map before drafting: list the operative provisions in the NDA, then map each to the corresponding playbook position, any client instruction override, and any process-letter requirement.
- Review each provision against the source map and identify only actual deviations, drafting gaps, or conflicts.
- For each issue, identify whether the concern is:
  - a direct conflict with a mandatory instruction,
  - a deviation from the client’s preferred position,
  - a process mismatch,
  - or a drafting ambiguity that could expand the client’s burden.
- Rank issues by practical negotiation significance, not by clause order.
- For each issue, include:
  - the provision at issue,
  - the applicable playbook / instruction / process requirement,
  - the deviation in the draft,
  - why it matters in this deal context,
  - a concrete fallback or replacement concept,
  - and an escalation recommendation if the draft falls outside acceptable bounds.
- When multiple provisions work together, analyze them as a unit so the memo captures the combined effect rather than fragmenting the risk.
- When the process materials create a timing or auction constraint, assess whether the NDA would hinder ordinary diligence, exchange of information with permitted representatives, or competitive bidding conduct.
- Keep recommendations practical: propose market-style alternatives, narrowing edits, or bracketed options that a negotiating lawyer can use immediately.

## 5. Vertical / structural / temporal relationships

- Evaluate confidentiality obligations together with use restrictions, because an overbroad use clause can undercut otherwise acceptable disclosure language.
- Evaluate standstill together with process timing, because a duration or trigger that outlives the auction can materially impair the buyer’s flexibility.
- Evaluate non-solicit, non-contact, and employee-related restrictions together when they function as a package.
- Evaluate return/destruction obligations together with residual disclosure rights, backup retention, legal hold language, and compelled-disclosure mechanics.
- Evaluate remedies together with governing law and equitable-relief language, because the practical enforcement posture depends on the full remedial package.
- Evaluate representative access together with permitted recipients, advisor disclosure, and affiliate sharing provisions, because these terms define who can actually conduct diligence.

## 6. Output structure conventions

- Produce a single prioritized NDA issues memorandum; do not produce a plain summary or a clause-by-clause rewrite.
- Open with a short executive assessment that states the overall posture and identifies the most consequential issues first.
- Use an explicit ordinal severity scale defined once at the top, and apply it consistently to every issue.
- Organize the body by severity tier, then by issue within each tier.
- For each issue, use a compact issue-brief format that includes:
  - severity,
  - clause / topic,
  - source position,
  - draft deviation,
  - impact,
  - recommended edit or fallback position,
  - and escalation note where needed.
- Where the source documents provide thresholds, dates, term lengths, or other operative figures, tie the significance of the issue to those figures rather than using abstract severity alone.
- End with a Recommended Actions block that assigns next steps to the relevant role and anchors them to the transaction timeline or the next negotiation milestone.
- Keep the memorandum self-contained, decision-oriented, and ready to circulate as a working negotiation document.