NDA Review
Non-disclosure agreements look simple — one page, standard language, sign here. But the details matter enormously and are easy to miss.
Our AI reviews your NDA for one-sided obligations, overbroad definitions, embedded non-competes, indefinite terms, and missing protections — explained in plain English in under 2 minutes.
No account needed · Results in ~2 minutes · Contract never stored
What you’re signing
What is a non-disclosure agreement?
A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract that prohibits one or both parties from sharing information with third parties. NDAs are used in almost every business context: before sharing a business idea with a potential partner, before starting a new job, before a vendor engagement, before an acquisition discussion.
Most people treat NDAs as formalities and sign without reading closely. This is a mistake. NDAs can be mutual or one-sided, have terms ranging from one year to perpetual, and often contain non-compete and non-solicitation clauses that have nothing to do with confidentiality. The information you share under an NDA — and the restrictions you accept in exchange — can follow you for years.
A mutual NDA provides the same protections to both parties. A one-way NDA protects only the company’s information. Before you share your ideas, methods, or business details, make sure you understand which one you’re signing — and whether your own disclosures are protected.
What to watch out for
7 red flags in NDAs
These are the provisions that turn a simple confidentiality agreement into a much more significant legal obligation.
One-Way Confidentiality (You Protect, They Don't)
A one-way NDA binds you to keep their information confidential but imposes no corresponding obligation on them. If you're sharing your business ideas, proprietary methods, or trade secrets in the same conversation, a one-way NDA offers you zero protection. This is common in employer-to-candidate NDAs and is worth pushing back on.
How to fix it
Request a mutual NDA: "Both parties agree to keep the other party's Confidential Information confidential under the same terms." If the company refuses mutual obligations, you're revealing information without protection.
Overbroad Definition of "Confidential Information"
Definitions like "any information disclosed in any form, whether or not marked confidential" cover virtually everything said in any conversation or email. Combined with an indefinite term, this can prevent you from discussing anything related to the other party — including information that becomes publicly available, that you already knew, or that you independently develop.
How to fix it
Narrow the definition to information that is marked confidential in writing (for written disclosures) or identified as confidential within 30 days of oral disclosure. Add the standard exclusions: information already known to you, publicly available information, and information independently developed without use of the confidential information.
Indefinite Confidentiality Obligations
NDAs that say confidentiality obligations "survive indefinitely" or "shall survive termination of this Agreement without limitation" are asking you to keep information secret forever. This is commercially unreasonable for most business information (with the exception of true trade secrets). It also becomes legally burdensome to prove compliance over time.
How to fix it
Negotiate a fixed term of 2-5 years for general confidential information. Trade secrets can remain protected indefinitely by law regardless of the NDA term — so the perpetual obligation in the NDA is usually unnecessary overreach.
Embedded Non-Compete or Non-Solicitation Clauses
Many NDAs include non-compete and non-solicitation provisions that have nothing to do with confidentiality. It's easy to miss them — they're often buried in sections labeled "Additional Obligations" or "Restrictions." By signing what looks like a simple NDA, you may be agreeing not to work for competitors or solicit their clients or employees for 1-2 years.
How to fix it
Read every section of the NDA, not just the confidentiality provisions. If non-compete or non-solicitation terms appear, they should be separately negotiated and clearly limited in scope, duration, and geography.
No Exclusions for Legally Required Disclosure
If you're compelled by a court order, subpoena, or government investigation to disclose confidential information, a well-drafted NDA lets you do so. An NDA without this carve-out puts you in an impossible position: comply with a valid legal order and breach the NDA, or refuse a legal order to honor the NDA.
How to fix it
Add: "Nothing in this Agreement shall prevent either party from disclosing Confidential Information to the extent required by applicable law, court order, or government authority, provided the receiving party gives the disclosing party prompt written notice and cooperates in seeking a protective order."
Return or Destruction Without Verification
Most NDAs require you to return or destroy confidential information upon request or termination. But without a verification mechanism, you have no proof of compliance and the other party has no proof you actually deleted everything. This creates potential liability for you if any information later appears somewhere it shouldn't.
How to fix it
Add a written certification requirement: "Upon request, the receiving party shall provide written certification that all Confidential Information has been returned or destroyed in accordance with this Agreement."
Vague Remedies and Jurisdiction
NDAs often include "the parties agree that a breach of this NDA would cause irreparable harm, entitling the non-breaching party to injunctive relief without posting bond." This language means the other party can seek an immediate court order to stop your activities without having to prove actual damages — and without the usual requirement to post a financial bond.
How to fix it
Ensure that any injunctive relief provision is mutual (both parties have this right), and verify the governing law and jurisdiction. A jurisdiction clause in a different state means any enforcement action requires you to litigate there.
About to sign an NDA?
Get an AI review in under 2 minutes. Know what you’re agreeing to before you sign — just $4.99.
Review My NDA — $4.99No account needed · Contract never stored
Your checklist
Key clauses to check in every NDA
Eight areas every non-disclosure agreement should address — and what to look for in each.
Parties
Who is bound by the NDA — individuals, entities, or affiliates. Whether subsidiaries and contractors are covered.
Definition of Confidential Information
What information is protected, how it must be marked, and explicit exclusions for public/prior-known information.
Obligations of the Receiving Party
What "keep confidential" actually requires — storage, access controls, employee obligations, and subcontractor restrictions.
Purpose
The specific, limited purpose for which confidential information can be used. "Evaluating a potential business relationship" should be specific.
Term and Survival
How long the NDA lasts and how long confidentiality obligations survive after the NDA ends.
Exclusions
Standard exclusions: already-known information, publicly available information, independently developed information, legally required disclosures.
Return or Destruction
Process for returning or destroying confidential information, timeline, and certification requirements.
Governing Law
Which state's law governs and where disputes will be resolved. Important if you're in a different state from the other party.
Your review includes
What our AI NDA review covers
- One-sided vs. mutual analysis: Identifies which obligations are symmetric and which put all the risk on you.
- Definition scope check: Flags overbroad definitions of Confidential Information and missing exclusions.
- Embedded restrictions: Surfaces non-compete and non-solicitation clauses hiding in the NDA.
- Term and survival analysis: Tells you how long your obligations last and whether that's reasonable.
- Negotiation language: Specific alternative text for every clause worth pushing back on.
per NDA review
One-time payment. No account. No subscription.
Review My NDAResults in ~2 minutes · Contract never stored
Know what you’re agreeing to before you sign
NDAs are short but the obligations last for years. A $4.99 review takes under 2 minutes and shows you every restriction you’re accepting.
Review My NDA — $4.99No account needed · Your contract is never stored · Not legal advice