Contract review guide
Non-Disclosure Agreement review: what to check before you sign
NDAs look harmless because they are short — but a bad one can silence you for years or claim ownership of ideas you brought to the table. Most NDA risk hides in the definition of confidential information and the survival period.
Typical signers: freelancers, consultants, and founders in early partnership or investor talks.
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Analyze my nda →The 5 most common NDA red flags
1. Overbroad definition of confidential information
If 'everything disclosed' counts as confidential, you can be blamed for using general industry knowledge later.
2. Indefinite or excessive term
Confidentiality that survives forever is rarely reasonable outside trade secrets. 2-3 years is the common standard.
3. One-way (unilateral) obligations
You are bound, they are not. Fine when only they disclose — dangerous when the exchange is mutual.
4. IP assignment hidden inside an NDA
An NDA should protect secrets, not transfer ownership of ideas, feedback, or work product.
5. Non-compete disguised as confidentiality
Clauses that stop you from working with 'similar companies' go far beyond protecting information.
Pre-signing checklist
- Is the definition of confidential information specific and limited?
- Is the term 2-3 years (unless genuine trade secrets are involved)?
- Are obligations mutual if both sides share information?
- Are standard exclusions present (public knowledge, independently developed, legally required disclosure)?
- Does it avoid IP assignment and non-compete language?
Frequently asked questions
How long should an NDA last?
Two to three years is standard for business information. Indefinite terms are usually only justified for true trade secrets, like formulas or source code.
Should I sign a one-way NDA?
Only if the information genuinely flows one way. If you will also share sensitive material — your process, pricing, or ideas — ask for a mutual NDA.
Can an NDA stop me from working with competitors?
It should not. That is a non-compete, a different (and often unenforceable) instrument. Flag any NDA that restricts who you can work for.
Review other contract types
This guide is general information, not legal advice. Laws differ per jurisdiction — for high-stakes contracts, consult a qualified lawyer.
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