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NDA / clean-team internal counsel workpaper

Review and redline an NDA or clean-team protocol: classify clauses, flag missing carveouts, recommend sign/negotiate/escalate; not PSA/JOA/DDQ.

Legal Contracts And Closing · Diligence · v1

Quality-uplift proof

Quality lift unmeasured

Registry maturity does not prove response or artifact quality. No qualifying same-model skill-on versus no-skill improvement has been verified.

Required comparison: same model with this skill enabled versus the same model without the skill.

Inputs and output

Required inputs

  • Artifact Control Register
  • Clean Team Protocol Review
  • Contract Clause Triage Playbook
  • Deal ID
  • Nda Text
  • Party And Transaction Scope
  • Redline Claims
  • Source Documents
  • Source Spans

Optional inputs

  • Counsel Review Status
  • Deal Name
  • Jurisdiction
  • Notable Risks
  • Party Names
  • Redline Recommendation Markdown
  • Target Assets Or Company
  • Transaction Description

Required source documents

  • Contract Clause Triage Playbook
  • Nda Text
  • Source Documents
  • Source Spans
  • Other

Expected outputs

  • Redline Recommendation

Buyer-profile access

Policy visibility is not execution proof. Authentication is checked before a run.

Partially available

Read-only connection

Some declared steps need additional operator access or setup.

  • Owner or operator capability required
Partially available

Partner workspace

Some declared steps need additional operator access or setup.

  • Owner or operator capability required

Approval and blocking gates

Counsel approval is required before consequential use.

Declared; runtime enforcement pending

This gate is declared but not yet bound to an executable runtime check. Treat it as uncleared.

Blocks: artifact export, external release

Declared; runtime enforcement pending

This gate is declared but not yet bound to an executable runtime check. Treat it as uncleared.

Blocks: analysis, artifact export, binding action, external release

Abstentions and limits

Abstention conditions

  • Redline Recommendation Markdown is missing or unverified: CRUX abstains until the required evidence is supplied and validated.

Known limitations

  • Do not use for a seller-draft PSA or JOA, a DDQ/request list, data-room file inventory, closing checklist, tracked-changes DOCX, legal opinion, signature authorization, counterparty communication, or operation of a clean-room access-control system. An engine `sign` verdict is never approval to sign.

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Authentication and the required buyer profile are checked before any work runs.

NDA / clean-team internal counsel workpaper · CRUX Catalog