All fine print · Legal
The important part of an NDA
An NDA looks like a formality and behaves like a leash. Four things matter: what counts as confidential, how long it lasts, whether it binds both sides, and what it stops you doing.
The four parts that decide it
The definition of confidential
A good NDA lists categories. A bad one says "all information disclosed, in any form", which makes the weather during your meeting a trade secret and every future conversation a risk.
Duration
Two to five years is normal for commercial information. Perpetual confidentiality is only reasonable for genuine trade secrets, and almost nothing in a first meeting qualifies.
One-way or mutual
If you are also sharing anything, it should be mutual. A one-way NDA in a conversation between equals tells you how the relationship is going to go.
Carve-outs
Information already public, already known to you, independently developed, or required by law must be excluded. If those four exceptions are missing, the document is not standard.
The traps
- A non-compete hidden inside the NDA, so signing a confidentiality document quietly limits who you can work for.
- Residual knowledge excluded, meaning you must forget what you learned rather than merely not repeat it.
- A clause assigning ownership of ideas discussed, which turns a conversation into a transfer.
Red flags
- Perpetual duration combined with an everything-is-confidential definition.
- Liquidated damages: a fixed penalty per breach, set before anyone knows what the breach would be.
- A jurisdiction on the other side of the world, which makes enforcement one-sided in practice.
Three easy wins
- Make it mutual. It is the easiest ask in commercial life and it is almost never refused.
- Put an end date on it, and mark the information you consider confidential in writing.
- Add the four standard carve-outs if they are missing, word for word.
Questions
Is it rude to negotiate an NDA?
No. NDAs are the most routinely amended documents in business, and the people who send them expect edits. Signing without reading is the unusual behaviour, not asking for changes.
How long should an NDA last?
Two to five years covers almost every commercial case. Anything longer should be justified by a specific secret with a genuinely long life.
Now do it to the actual document
Paste the contract into the tool and see which sentences it thinks matter. Then check them against the four parts above.
Open the toolNot legal advice. This is a checklist of what to look for, written to be useful in any country. It is not advice on your document, your situation or your jurisdiction, and the law where you live may say something different. For anything that matters, pay a professional for an hour of their time.