Upload any NDA and instantly identify red flags, key obligations, and duration terms. Know exactly what you're agreeing to before you sign.
A client sends you an NDA but you don't know what you're actually agreeing to
The definition of "confidential information" seems extremely broad — does it include everything?
You're not sure if it's one-way or mutual — are you bound more than they are?
The duration seems unusually long (5+ years) — or worse, perpetual
There might be a non-compete hidden in there that limits your future business
NDAs are often presented as "standard" — but the details matter. A poorly written or one-sided NDA can restrict your business for years.
One-way: Only you are bound to keep their information confidential. Mutual: Both parties protect each other's information. If you're sharing sensitive information too, it should be mutual.
Watch for overly broad definitions like "all information shared during the relationship." Good NDAs clearly define what's confidential and what's not (e.g., information marked as confidential).
2-5 years is typical for most business NDAs. Perpetual obligations (no expiration) are a red flag unless the information is truly trade-secret-level sensitive. Ask: "Does this NDA expire, and if so, when?"
Standard exclusions should include: (1) Information that's public, (2) Information you already knew, (3) Information received from a third party, (4) Information you developed independently. Missing these? That's a problem.
Some NDAs sneak in clauses that prevent you from hiring their employees or competing with them. These go beyond confidentiality and should be negotiated separately. Ask: "Does this NDA restrict who I can hire or what business I can do?"
If there's a dispute, where will it be settled? If it's in a distant state or country, resolving conflicts becomes expensive. Ideally, it should be in a neutral or mutually convenient location.
Most NDAs allow for injunctive relief (court orders to stop you from disclosing) plus monetary damages. Beware of clauses that make you pay their attorney's fees automatically if you breach.
"Confidential information" includes EVERYTHING you learn, not just marked or clearly confidential material.
The NDA never expires — you're bound forever. This is unreasonable for most business relationships.
Missing exclusions for public information, prior knowledge, or independently developed information.
Contains non-compete or non-solicit provisions that restrict your future business or hiring.
You're sharing sensitive information but only you are bound by the NDA, not them.
Automatic payment of their attorney's fees even if the breach was minor or unintentional.
Disputes must be settled in a distant state or country, making legal action impractical and expensive.
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