The 5-minute NDA checklist before you sign

NDAs feel like a formality, and usually they are. But a minority smuggle in obligations that outlive the deal — sometimes by design, sometimes by sloppy templating.

First, check whether the NDA is mutual or one-way. If you will also share know-how, methods or pricing, insist on mutual confidentiality.

Second, look at the term. Two to five years is standard for most business information; 'perpetual' should be reserved for genuine trade secrets only.

Third, scan for non-compete or non-solicit language. An NDA is not the place for it, and courts in many jurisdictions agree — but you don't want to test that in litigation.

Fourth, check the definition of confidential information: it should exclude what is public, independently developed, or already known to you. Fifth, confirm there's no IP assignment hiding in the boilerplate. Five minutes, five checks — then sign with confidence.