What to Check in an NDA Before You Sign
A non-disclosure agreement (NDA) is a contract that keeps shared information confidential. Before signing, check what counts as confidential information, how long the obligation lasts, what you're allowed to do with the information, and the consequences of a breach.
What an NDA does
An NDA (also called a confidentiality agreement) creates a legal duty to keep certain information secret. It can be one-way (you receive confidential information) or mutual (both sides do).
The terms to check
- Definition of "confidential information" — is it specific, or so broad it covers almost anything?
- Duration — how long does the obligation last? Indefinite terms deserve a closer look.
- Permitted use — what you may and may not do with the information.
- Exclusions — information that's already public or that you already knew should be excluded.
- Return or destruction — what happens to the information when the relationship ends.
- Consequences of breach — penalties, injunctions, and which country's courts apply.
Red flags
Watch for an extremely broad definition of confidential information, an indefinite term with no end date, or clauses that try to claim ownership of your own pre-existing work. These are worth negotiating or asking a lawyer about.
Check yours quickly
Upload the NDA to Lawfe and it will summarize the obligations, flag unusual terms, and tell you what to focus on before signing.
Related legal area: Contracts & Agreements →
