From fi-startup-legal
NDA review and generation for Finnish startups — three scenarios (investor, partner/integration, M&A due diligence), mutual vs one-way, EU Trade Secrets Directive (Liikesalaisuuslaki 595/2018) framing, AI product definition expansions. Use when reviewing or drafting an NDA, asking "is this NDA okay", "NDA with investor", "NDA with partner", "M&A NDA".
How this skill is triggered — by the user, by Claude, or both
Slash command
/fi-startup-legal:startup-nda [paste NDA text or describe: who is the counterparty and what is the purpose?][paste NDA text or describe: who is the counterparty and what is the purpose?]The summary Claude sees in its skill listing — used to decide when to auto-load this skill
1. Load `~/.claude/plugins/config/fi-startup-legal/CLAUDE.md`. Extract: `bf_grants_active`, `ai_product`, `stage`. If placeholders, stop: run `/fi-startup-legal:startup-cold-start` first.
~/.claude/plugins/config/fi-startup-legal/CLAUDE.md. Extract: bf_grants_active, ai_product, stage. If placeholders, stop: run /fi-startup-legal:startup-cold-start first.mcp__velvoite__get_finnish_statute("LSL", "2") — fetch live trade secret definition. If unavailable: note [LSL §2 definition not fetched — verify current text at finlex.fi] and proceed.[review] and explain the ambiguity in one sentence.| User input signals | Scenario |
|---|---|
| "investor", "VC", "angel", "fund", "fundraising", "pitch" | A — Investor |
| "partner", "integration", "API", "vendor", "supplier", "co-development", "co-marketing" | B — Partner/Integration |
| "acquisition", "M&A", "due diligence", "data room", "acquirer", "merger" | C — M&A |
| Ambiguous | Ask explicitly |
Confirm detected scenario before drafting or reviewing. Example: "This looks like a Partner/Integration NDA — is that right, or is this a different context?"
Before drafting or reviewing, flag and confirm if any of the following apply:
| Signal | Action |
|---|---|
| Counterparty is non-Finnish (US, UK, non-EU) | Flag: governing-law section may not apply — confirm whether to proceed under Finnish framing or surface the gap for counsel |
| Inbound NDA already has non-EU governing law | Do not silently apply Finnish-law checklist — surface the deviation and ask whether to proceed or route to counsel |
| NDA appears employment-linked (contractor NDAs, post-employment restrictions) | Route to /fi-startup-legal:non-compete-check; employment-adjacent obligations are outside this skill's scope |
| Four or more parties | Outside scope — route to Finnish counsel |
| Structure does not fit scenario A, B, or C | State what's non-standard and ask before proceeding |
Apply when the relevant flag is set in the loaded profile.
bf_grants_active: yes)BF grant restrictions govern IP transfer, not confidentiality — they do not belong as a clause in the NDA. Instead, surface this note in your output:
Business Finland grant active: BF grant IP restrictions are a separate matter from this NDA. Disclose them in the relevant commercial agreement (partnership agreement, SPA, or due diligence disclosure letter). Run
/fi-startup-legal:bf-grant-checkbefore signing any transaction involving BF-funded IP.
ai_product: yes)Add to the definition of Confidential Information in all scenarios:
"Confidential Information includes, without limitation, model architecture, training data composition and sources, fine-tuning methodology, system prompts, evaluation benchmarks, API specifications, model weights, and inference infrastructure details."
Context: Startup sharing pitch materials, financials, cap table with a potential investor pre-term sheet. Direction: One-way (startup → investor). Mutual only if investor shares fund strategy — rare. Typical length: 1–2 pages.
Market note: Finnish VCs and angels typically do not sign NDAs before a first meeting. If an investor declines, this is normal — not a red flag. For early-stage fundraising, consider whether requiring an NDA creates more friction than protection.
| Clause | Finnish market standard | Flag if |
|---|---|---|
| Direction | One-way (startup discloses) | Mutual without clear reason |
| Definition scope | Pitch deck, financials, cap table, tech overview | Overly broad or includes public info |
| No-use obligation | Investor may not use info to compete or advise competitors | Missing entirely |
| Exclusions | Public domain, prior knowledge, independent development, required disclosure | Missing any of the four |
| Duration | 1–2 years | >3 years or <1 year |
| Return/deletion | On request or deal termination | Missing |
| Governing law | Finnish law, Helsinki District Court | Non-EU governing law |
⚠️ Draft only — not legal advice. Have a Finnish startup lawyer review before signing.
When drafting, generate a complete agreement using this structure. Replace all
[BRACKETED] items with actual values from context. Apply AI expansion if
ai_product: yes.
NON-DISCLOSURE AGREEMENT
[STARTUP NAME] (Business ID: [Y-TUNNUS]) ("Disclosing Party")
[INVESTOR NAME / FUND NAME] ("Receiving Party")
1. CONFIDENTIAL INFORMATION
Means all non-public information disclosed by Disclosing Party relating to
its business, technology, financials, and cap table, whether disclosed orally
or in writing. [AI EXPANSION IF ai_product: yes]
Excludes: (a) public domain; (b) prior knowledge; (c) independent development;
(d) required disclosure by law.
2. OBLIGATIONS
Receiving Party shall: (a) keep Confidential Information strictly confidential;
(b) not use it for any purpose other than evaluating a potential investment in
Disclosing Party; (c) not disclose to third parties without prior written
consent; (d) not use to compete with Disclosing Party or advise competitors.
3. DURATION
[2] years from the date of this Agreement.
4. RETURN / DELETION
Upon request or termination of investment discussions, promptly return or
destroy all Confidential Information.
5. GOVERNING LAW
Finnish law. Disputes: Helsinki District Court.
6. REMEDIES
Disclosing Party is entitled to seek injunctive relief (LSL §8) and damages
including unjust enrichment (LSL §11) for any breach.
Signed: _________________ Date: _____________
Context: Tech integration, API access, co-marketing, supplier relationship, co-development. Both parties share material. Direction: Mutual. Typical length: 2–4 pages.
| Clause | Finnish market standard | Flag if |
|---|---|---|
| Direction | Mutual | One-way without clear reason |
| Definition scope | Broad — tech, business plans, customer data, integration specs | Excludes technical information |
| Purpose limitation | Restricted to agreed partnership purpose only | Missing |
| IP ownership | Each party retains its own IP; NDA ≠ license | Missing or ambiguous |
| Sub-contractor disclosure | Permitted only with prior written consent + equivalent obligations | Permitted without restriction |
| Duration | 3–5 years; perpetual for trade secrets | <2 years |
| Survival | Obligations survive termination of the partnership agreement | Missing |
| Return/destruction | On termination or request, with written confirmation | Missing |
| Governing law | Finnish law, Helsinki District Court | Non-EU governing law |
⚠️ Draft only — not legal advice. Have a Finnish startup lawyer review before signing.
When drafting, generate a complete agreement using this structure. Replace all
[BRACKETED] items with actual values from context. Apply AI expansion if
ai_product: yes.
MUTUAL NON-DISCLOSURE AGREEMENT
[PARTY A NAME] (Business ID: [Y-TUNNUS]) and
[PARTY B NAME] (Business ID/reg. no.: [X])
(each a "Party", together the "Parties")
1. CONFIDENTIAL INFORMATION
Means all non-public information disclosed by either Party relating to its
business, technology, products, customers, and operations.
[AI EXPANSION IF ai_product: yes]
Excludes: (a) public domain; (b) prior knowledge; (c) independent development;
(d) required disclosure by law or authority.
2. PURPOSE
Confidential Information may only be used for [DESCRIBE PURPOSE: e.g.
evaluating and implementing a technical integration between Party A's [X]
and Party B's [Y]].
3. OBLIGATIONS
Each Party shall: (a) keep Confidential Information strictly confidential;
(b) use it only for the Purpose; (c) restrict access to employees and
contractors with need to know, bound by equivalent obligations.
4. IP OWNERSHIP
This Agreement does not transfer any IP rights. Each Party retains full
ownership of its own IP. Disclosure does not constitute a license.
5. SUB-CONTRACTORS
Disclosure to sub-contractors requires prior written consent and execution
of equivalent confidentiality obligations.
6. DURATION
[3] years from the date of this Agreement. Trade secret obligations (LSL §2)
survive indefinitely. Obligations survive termination of the Parties'
cooperation.
7. RETURN / DESTRUCTION
On termination or request, return or destroy all Confidential Information
and confirm in writing.
8. GOVERNING LAW
Finnish law. Disputes: Helsinki District Court.
9. REMEDIES
Each Party is entitled to seek injunctive relief (LSL §8) and damages
including unjust enrichment (LSL §11) for breach.
Signed: _________________ Date: _____________
Context: Potential acquisition, merger, or significant strategic investment requiring full data room access. Direction: Mutual but asymmetric — target discloses substantially more. Typical length: 3–6 pages. Most formal; often negotiated clause by clause.
| Clause | Finnish market standard | Flag if |
|---|---|---|
| Direction | Mutual (asymmetric in practice) | One-way only |
| Process confidentiality | Existence of discussions is itself confidential | Missing |
| Definition scope | Broadest — all data room materials, employee info, contracts, IP | Any carve-out of technical IP |
| Purpose limitation | Evaluation of transaction only | Missing |
| Standstill | Acquirer may not poach employees or customers during process | Missing |
| Non-solicitation | 12–24 months post-termination of discussions | <12 months |
| Permitted disclosure | Advisors on need-to-know + bound by equivalent obligations | Unrestricted advisor disclosure |
| Destruction/return | With written certification | No certification requirement |
| Duration | 2–3 years | <2 years |
| Survival | Obligations survive termination of discussions | Missing |
| Governing law | Finnish law, Helsinki District Court or FAI arbitration | Non-EU governing law |
| Remedies | Explicit injunction + damages language | Missing |
⚠️ Draft only — not legal advice. Have a Finnish startup lawyer review before signing.
When drafting, generate a complete agreement using this structure. Replace all
[BRACKETED] items with actual values from context. Apply AI expansion if
ai_product: yes.
NON-DISCLOSURE AND STANDSTILL AGREEMENT
[TARGET NAME] (Business ID: [Y-TUNNUS]) ("Target")
[ACQUIRER / INVESTOR NAME] (Business ID/reg. no.: [X]) ("Recipient")
1. CONFIDENTIAL INFORMATION
Means all non-public information disclosed by Target in connection with
Recipient's evaluation of a potential transaction (the "Transaction"),
including all data room materials, financial records, contracts, employee
information, and IP documentation.
[AI EXPANSION IF ai_product: yes]
Excludes: (a) public domain; (b) prior knowledge; (c) independent development;
(d) required disclosure by law, with prior written notice to Target.
2. PROCESS CONFIDENTIALITY
The existence of discussions, terms of this Agreement, and fact that
information has been disclosed are themselves Confidential Information.
3. PURPOSE
Confidential Information may only be used to evaluate the Transaction.
4. OBLIGATIONS
Recipient shall: (a) keep all Confidential Information strictly confidential;
(b) use it solely to evaluate the Transaction; (c) restrict access to advisors
(legal, financial, technical) on strict need-to-know, bound by equivalent
obligations; (d) not use to compete with Target or approach Target's customers,
partners, or employees.
5. STANDSTILL
During discussions and for [12] months following termination, Recipient shall
not: (a) solicit or hire any employee of Target identified through the process;
(b) approach Target's customers or partners identified through disclosed materials.
6. RETURN / DESTRUCTION
If the Transaction does not proceed, within [10] business days return or destroy
all Confidential Information and provide written certification of destruction.
7. DURATION
[3] years from the date of this Agreement. Trade secret obligations (LSL §2)
survive indefinitely.
8. GOVERNING LAW
Finnish law. Disputes: Helsinki District Court [or FAI arbitration — delete
as applicable].
9. REMEDIES
Target is entitled to seek immediate injunctive relief without bond (LSL §8)
and full damages including unjust enrichment (LSL §11). Recipient acknowledges
that breach would cause irreparable harm for which monetary damages are inadequate.
Signed: _________________ Date: _____________
/fi-startup-legal:non-compete-check.NDAs are enforceable contracts. Have a Finnish startup lawyer review before signing — not just for M&A and core trade secrets, but any NDA where a breach would materially harm the company. Recommended firms: Nordic Law, Dottir, Lexia Growth, Fondia. Outputs are legal support tools — not legal advice. No attorney-client relationship or privilege is created by using this skill.
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Guides Payload CMS config (payload.config.ts), collections, fields, hooks, access control, APIs. Debugs validation errors, security, relationships, queries, transactions, hook behavior.
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npx claudepluginhub velvoite/fi-startup-legal