NDA (Non-Disclosure Agreement)

A Non-Disclosure Agreement (NDA) protects confidential information, trade secrets, and proprietary data shared between parties from unauthorized disclosure.

Common Clauses

• Definition of Confidential Information (verbal, written, visual)
• Obligations of the receiving party to protect shared information
• Permitted uses for the confidential info (e.g. project evaluation)
• Exceptions to confidentiality (public info, independently developed info)
• Duration of the secrecy obligation

Common Red Flags

• Unilateral obligations that only protect one party's information
• Excessive confidentiality terms that survive indefinitely
• Definition of confidential info that includes public domain details
• Forced arbitration clauses in unfavorable jurisdictions

Questions To Ask Before Signing

• Does this cover verbal disclosures, or only written info marked confidential?
• What happens to shared secrets once our business discussion ends?
• Are there exceptions for information that is already in the public domain?
• Is the duration of secrecy standard (e.g. 2 to 3 years)?