NDA Review: Before You Sign That NDA, Read This First.

Check how “confidential information” is defined and whether it covers only what is marked; that the standard exclusions are there (already known, public, independently developed, received from others); how long the duty lasts; whether it is mutual or one-way; whether a residuals clause lets the other side use what it remembers; and whether a non-compete or non-solicit is hidden inside.

A residuals clause lets the other side use information their people remember, often phrased as "ideas retained in the unaided memory." It can effectively gut the NDA by letting them reuse your concepts legally. We flag this high-risk language whenever it appears.

Usually not. Perpetual confidentiality with no end date is common but frequently hard to enforce for ordinary information, and it can follow you indefinitely. Two-to-five-year terms are more typical. True trade secrets may persist under laws like the DTSA.

A fair NDA carves out information that is public, that you already had, that you independently develop, that a third party gives you, or that you’re legally compelled to disclose. Missing exclusions can make you liable for information that isn’t really secret. We check for all of them.

A one-way (unilateral) NDA puts all the obligations and risk on you. That’s not automatically unfair, but combined with return obligations, injunctive-relief waivers, or a distant venue, it can be very lopsided, we surface every one-sided term.

In a one-way NDA only one side discloses and only the recipient is bound. In a mutual NDA both sides share information and both are bound. If both of you will share anything, a one-way NDA leaves your own information unprotected.

Information that is already public or becomes public through no fault of yours, that you already knew, that you develop independently, or that you receive lawfully from someone else. Without them, even public information can be claimed as confidential.

An agreement with an employee or contractor that governs confidential information should carry the notice under 18 U.S.C. § 1833(b). If it is missing, the employer cannot recover exemplary damages or attorney fees against that person under the Defend Trade Secrets Act.

Two to five years is common for general business information, with longer protection for genuine trade secrets. A perpetual duty covering everything is a flag the report raises.

A pure NDA should not, but some include non-compete or non-solicit clauses. The report flags them separately, because they are a different kind of restriction and their enforceability depends on your state.