NDA Guide
NDA clause checker: what each section means
NDA wording varies, but the same core sections appear again and again. Here is what each clause is trying to do and what to look for when reading it.
Want to check a real agreement? Use the free NDA Analyzer to surface clauses and questions worth reviewing.
Definition of confidential information
This clause determines what is protected. The clearer the definition, the easier it is to know what you may use, share, copy, retain, or discuss.
Purpose and permitted use
A good NDA explains why the information is being disclosed and limits its use to that purpose. A vague permitted-use clause can create uncertainty about routine work.
Exclusions
Exclusions commonly cover information already public, previously known, independently developed, or lawfully obtained from another source.
Who may receive the information
Look for rules governing employees, contractors, advisers, affiliates, and other representatives. The agreement may make you responsible for their conduct.
Duration and survival
The NDA may have one term for the business relationship and another period during which confidentiality obligations survive. Read both.
Return or destruction
This section explains what happens to documents, copies, backups, notes, and derived materials when the relationship ends or the discloser asks for them back.
Remedies and dispute resolution
Injunctions, arbitration, venue, attorney fees, and damage provisions determine what happens if a dispute occurs. These terms can be as important as the confidentiality language itself.