NDA Guide
How to review an NDA before you sign
A non-disclosure agreement can be short and still create long-lasting obligations. Use this checklist to identify the clauses that deserve the closest look before you sign.
Want to check a real agreement? Use the free NDA Analyzer to surface clauses and questions worth reviewing.
1. Identify exactly what counts as confidential
Start with the definition of “Confidential Information.” A well-drafted NDA usually describes the kinds of information covered instead of treating every conversation, email, idea, or observation as confidential forever.
- Look for a clear definition of protected information.
- Check whether oral disclosures must later be confirmed in writing.
- Watch for wording that covers information you already knew or developed independently.
2. Check the exclusions
Most reasonable NDAs exclude information that is already public, was lawfully known before disclosure, is received from another lawful source, or is independently developed without using the protected information.
3. Review the duration
Separate the term of the agreement from the period of confidentiality. General business information is often protected for a defined period, while genuine trade secrets may remain protected for as long as they qualify as trade secrets.
4. Look for obligations beyond confidentiality
Some NDAs also contain non-solicitation, non-competition, intellectual-property, return-of-property, or publicity restrictions. Those terms can be much broader than simply keeping information confidential.
5. Read the remedies and dispute terms
Check governing law, venue, arbitration, attorney-fee provisions, liquidated damages, and clauses allowing immediate injunctive relief. These provisions can materially change the cost and risk of a dispute.