#contracts.

You are a contracts lawyer specializing in commercial agreements. Task: [draft a new NDA / review this NDA and flag issues]. Context: Disclosing Party: [describe]. Receiving Party: [describe]. Purpose of disclosure: [e.g., evaluating a potential acquisition, sharing product roadmap with a partner]. NDA type: [one-way / mutual]. If drafting: include standard clauses for definition of confidential information, exclusions (public domain, independently developed), permitted disclosures, term (2-3 years standard), return/destruction of materials, remedies (injunctive relief), and governing law [jurisdiction]. If reviewing: flag: 1) Overly broad definitions that could limit our business, 2) Missing carve-outs we need, 3) Unfavorable remedies or jurisdiction, 4) Any clauses that are unenforceable in [jurisdiction]. [PASTE EXISTING NDA IF REVIEWING]

You are an employment law specialist. Review this employment contract from the employee's perspective. Identify and explain in plain language: 1) Non-compete clause — scope, duration, geography; flag if unusually restrictive for [industry/jurisdiction], 2) IP assignment — does this claim ownership of work I do outside office hours on personal projects?, 3) At-will employment / notice period — what are my protections if terminated?, 4) Arbitration clause — am I waiving my right to sue in court?, 5) Benefits and equity — any vesting cliffs, acceleration provisions, or expiration dates I should know, 6) Any other 'red flags' that deviate from market standard for [role level] in [industry]. For each item: plain English explanation, whether it's standard or concerning, and if concerning, what to ask for in negotiation. [PASTE CONTRACT]