Scenario 02

---
name: review-proposed-acquisition-nda-scenario-02
task_id: corporate-ma/review-proposed-acquisition-nda/scenario-02
description: Guides preparation of a prioritized NDA issues memo where a draft acquisition NDA must be reviewed against a client playbook and client-specific instructions to identify deviations requiring negotiation.
activates_for: [planner, solver, checker]
---

# Skill: Proposed Acquisition NDA Review (Buyer Side)

## 1. Subject-matter triage

- Confirm the task is a buyer-side NDA review tied to a proposed acquisition process, not a generic confidentiality agreement review.
- Identify the source set before analysis: draft NDA, client playbook, client instruction email or note, and any process letter or auction materials.
- Determine whether the NDA is for a single counterparty or part of a multi-party process; if multiple counterparties or versions exist, analyze each separately and do not blend terms across drafts.
- If the process materials impose timing or standstill constraints, treat those as part of the operative commercial context, not background.

## 2. Failure modes the skill is correcting

- The review lists deviations from the playbook but does not separate material negotiation points from lower-priority drafting preferences.
- Client instructions are identified in the abstract but not mapped clause-by-clause to the draft NDA.
- The process letter or auction instructions are ignored, so time-bound NDA obligations are assessed without reference to the transaction timetable.
- The memo explains risk but stops short of giving a negotiation path or revised language direction.
- The memo discusses confidentiality issues without covering the full set of buyer-side acquisition NDA pressure points: confidential information scope, exclusions, permitted recipients, standstill, no-hire or no-solicit, return and destruction, injunctive relief, residuals, and governing law / forum.
- Legal conclusions are stated without anchoring them to the controlling rule or conventional market position that supports the recommendation.

## 3. Legal frameworks / domain conventions that apply

- Buyer-side NDA review compares the draft against the client’s playbook positions and transaction-specific instructions; where they conflict, the transaction-specific instruction controls.
- Process materials matter because NDA terms often interact with auction timing, bid deadlines, information access rules, and any required standstill period.
- Commercially, the goal is to preserve deal optionality while avoiding unnecessary leakage, litigation leverage for the counterparty, and overbroad behavioral restraints.
- Common review points include:
  - definition of Confidential Information and exclusions;
  - who counts as a Representative and whether affiliates, financing sources, and advisers are covered;
  - use restrictions and disclosure permissions;
  - compelled disclosure handling;
  - standstill scope, exceptions, duration, and trigger mechanics;
  - no-solicit / no-hire / no-poach restrictions;
  - return, destruction, and record-retention carveouts;
  - residuals / memory clauses;
  - remedies, equitable relief, waiver, assignment, and governing law / forum.
- Where a proposition depends on a legal rule rather than a market preference, state the governing authority or generally accepted doctrine that supports it; do not present it as self-evident.

## 4. Analytical scaffolds

- Start by extracting all operative playbook positions and client instructions, then group them by NDA provision.
- Separate mandatory client overrides from preferred negotiation points and silent areas where the playbook governs.
- Read the draft NDA provision-by-provision and test each provision against the applicable playbook position, client instruction, and process letter requirement.
- For each deviation, identify:
  - the provision or clause family;
  - the source position being departed from;
  - the nature of the deviation and why it matters in this transaction;
  - the recommended counterproposal, including whether to push, accept, or escalate.
- Assess whether the issue is material in light of the deal context, the transaction timetable, and any standstill or exclusivity dynamics.
- When several counterparties, time periods, or competing versions exist, enumerate them first and analyze each one separately.
- End each issue with three things: a concrete scale or measure from the source materials if one exists, the clause or document interaction that makes the issue operative, and the downstream consequence for the client.

## 5. Vertical / structural / temporal relationships

- Treat obligations that survive signing, termination, or expiration differently from obligations that apply only during the review process.
- Track whether any disclosure, destruction, standstill, or no-contact obligation is tied to a fixed number of days, a bid deadline, a closing event, or an indefinite period.
- Watch for internal dependencies among provisions: for example, a broad definition of confidential information can undermine narrow exclusions; a residuals clause can dilute a use restriction; a standstill can be made more onerous by automatic extension or notice mechanics.
- If process materials include a schedule or deadline sequence, test whether the NDA’s timing language is compatible with that sequence.
- If the draft uses defined terms inconsistently across sections, treat that as a structural issue, not a drafting nuisance.

## 6. Output structure conventions

- Produce a single prioritized issues memorandum, not a redline.
- Open with a short executive summary that states overall alignment, the main negotiation posture, and the most important issues to resolve first.
- Define one ordinal severity scale at the top and apply it consistently to every issue entry.
- For each issue, use an industry-conventional analysis format, such as:
  - issue / clause;
  - severity;
  - relevant playbook or client position;
  - draft deviation;
  - why it matters;
  - recommended position or alternative language direction;
  - negotiation note or fallback.
- Group issues by severity or priority, but keep each issue discrete; do not collapse different provisions into a single combined observation.
- Make every issue actionable: include the operative fix, not just the diagnosis.
- End with a concise Recommended Actions section that assigns next steps to the appropriate role and ties them to the transaction cadence or response deadline if one is available.
- Keep the writing suitable for a Word memorandum with clear headings and short, dense issue paragraphs.