NDA Review Checklist: Verify These Terms Before Signing

NDAs Deserve More Than a Quick Skim

Non-disclosure agreements are presented as routine, but they create real legal obligations. This checklist helps you review the key terms systematically.

Scope of Confidential Information

• "Confidential information" is clearly and specifically defined
• Standard exclusions are included (publicly available information, independently developed, already known, received from third parties)
• The definition does not sweep in general knowledge or industry skills
• Oral disclosures are handled (typically must be confirmed in writing within a set period)

Obligations

• The agreement is mutual or the one-sided obligation is appropriate for the situation
• The duty of care is defined (e.g., "same care as own confidential information" or "reasonable care")
• You understand who you can share information with (employees, attorneys, accountants)
• The obligation to return or destroy materials at the end of the relationship is clear

Duration

• The confidentiality period has a defined end date
• The duration is proportionate to the type of information (trade secrets may warrant longer protection)
• The survival period after the relationship ends is reasonable

Hidden Restrictions

• No non-compete clauses are embedded in the NDA
• No non-solicitation provisions are hidden in the terms
• No IP assignment language is included
• Whistleblower protections are preserved (the NDA does not restrict reporting illegal activity)

Remedies and Liability

• Remedies for breach are proportionate (no excessive liquidated damages)
• Injunctive relief provisions are reasonable
• Indemnification obligations, if any, are limited
• Attorney fee provisions are mutual

Practical Concerns

• The NDA specifies governing law and jurisdiction
• You have a copy of the signed agreement for your records
• You understand what triggers a breach and how to avoid it
• The agreement addresses compelled disclosure (subpoenas, court orders)

When to Consult a Lawyer

Consider consulting an attorney if the NDA includes non-compete provisions, unlimited duration, liquidated damages, or if you are uncertain what information falls within the scope of the definition. NDAs are common, but their consequences can be significant.

This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.