Agree a non-disclosure agreement

When to use

Confidential material is about to leave the company — a demo, a price list, a technical spec, a customer list, a candidate's test task. Not for the contract that follows the NDA (the supply or work agreement may carry its own confidentiality clause) — use sales.sign-customer-contract or the relevant contract playbook. Not for sending the signed document itself — that is documents.sign-with-eparaksts. If the counterpart is a new company you know nothing about, run sales.check-new-customer first — an NDA with a shell company protects nothing.

Before you start

• The owner has said what will be disclosed and to whom — the draft depends on it.
• The direction is known: one-way (only the company discloses), reverse (only the counterpart discloses,
• The company's standard NDA template exists in the agreements module; if none is accepted yet, the agent
• If the counterpart is established outside Latvia, the governing law and venue are a decision, not a

What a run requires4

The trail8 steps

1. S1

   Check the counterpartagent

   Confirm the legal name, registration number and signatory from the company register (LV: ur.gov.lv; other countries: the national register). For a person: full name and capacity.

   Done when the exact party name and signatory for the draft are written down.

   ⛔ A party name that does not match the register makes the NDA hard to enforce against the entity you actually dealt with.

2. S2

   Decide the frameownerneeds approval · owner

   Approval · S2 · owner — the run stops until a named person records the decision

   Direction (one-way / reverse / mutual), scope (which materials, which purpose), term of the obligations (a number of years, or until the information is public), governing law, and whether the NDA is a condition before any disclosure.

   Done when these five points are recorded on the agreement row.

3. S3

   Prepare the draftagent

   Fill the template from S2's decisions: named parties, defined scope, permitted use, return/destruction on request, exceptions (public, independently developed, lawfully received), term, law and venue.

   Done when the draft PDF exists and every S2 decision appears in it.

4. S4

   Send for reviewagent

   Send the draft to the counterpart with a one-line note on what it covers and why. Track the version sent.

   Done when the counterpart has the draft and the version is recorded.

   ⛔ Never send an edited counterpart version onward without reading the diff — changed indemnities and non-solicit clauses are the usual ambush.

5. S5

   Approve the final textownerneeds approval · owner

   Approval · S5 · owner — the run stops until a named person records the decision

   Compare the final version against S2's five decisions and the company's red lines.

   Done when the owner has named the version approved and any accepted deviations are written on the agreement row.

6. S6

   Signbothneeds approval · ownerirreversible

   Approval · S6 · owner — the run stops until a named person records the decision

   Irreversible · S6 — an agent never closes it alone

   Sign with eParaksts (LV) or the counterpart's accepted e-signature; the company signs only after S5.

   Done when a PDF with both signatures is on file and dated.

   ⛔ A signature by someone without authority to bind the counterpart may leave the NDA worthless — check the signatory against the register extract from S1.

7. S7

   Record and archiveagent

   File the signed PDF in the agreements register with parties, scope, term, law and a watch date at the end of the term. Link the disclosure (deal, tender, hiring) to the row. bc tasks add a check one month before the term ends if return/destruction must be requested.

   Done when the row exists, the file is attached, and the watch date is set.

8. S8

   Confirm before disclosureagent

   Send the owner a three-line confirmation: signed, term, and that disclosure may now start. If disclosure already happened before signing, flag it on the row — it changes the remedy if the counterpart leaks.

   Done when the owner has the confirmation and the flag state is recorded.

Checks — how we know it worked

• The signed PDF contains both signatures and matches the S5-approved version byte-for-byte.
• The party names in the NDA match the register extract from S1, character for character.
• Scope, term and governing law on the agreement row equal what the text says (read the text back, not the draft).
• The watch date exists and documents.archive-retention covers the file.

If it goes wrong

What each step leaves behind

1. S1the exact party name and signatory for the draft are written down.
2. S2these five points are recorded on the agreement row.
3. S3the draft PDF exists and every S2 decision appears in it.
4. S4the counterpart has the draft and the version is recorded.
5. S5the owner has named the version approved and any accepted deviations are written on the agreement row.
6. S6a PDF with both signatures is on file and dated.
7. S7the row exists, the file is attached, and the watch date is set.
8. S8the owner has the confirmation and the flag state is recorded.

Evidence to keep

Register extract of the counterpart (date it) · every draft version sent and received · the S5 approval (who, when, which version) · the signed PDF · the agreement row id · the watch date.

How this playbook improves

After every 10 runs ask: how many rounds did negotiation take, and which clause caused them — if one clause repeats, propose a company fallback position for it in the template. Were any NDAs signed late relative to disclosure? Did any counterpart's edits slip past S5? A new version changes the step or the template that caused the rounds or the miss, and says so in its change note.