NDA
What to check in an NDA before you sign
An NDA (nondisclosure agreement) should protect confidential information without locking you into unfair restrictions. Before you sign, confirm what counts as confidential, how long secrecy lasts, and whether the duty is mutual or one-way. Strong NDAs carve out information you already knew, public knowledge, and independently developed work. They also limit use to a defined purpose and avoid vague “all information forever” language. Watch for non-compete style clauses buried inside, personal liability for employees, and penalties that are disproportionate to the risk. Contract Analyzer helps freelancers, employees, and small business owners upload an NDA PDF, DOCX, or TXT and get a structured report with a score, verdict, findings, missing clauses, and key terms. The report is informational only and is not legal advice—use it to decide what to negotiate or ask a lawyer about before you commit.
Red flags
Watch for these issues in an NDA.
- One-way confidentiality that only binds you, not the other party
- Confidentiality that lasts forever with no end date
- Overbroad definitions that treat all information as secret
- Missing exclusions for public, prior, or independently developed information
- Residuals or memory clauses that let the other side use your know-how freely
- Non-compete or non-solicit terms hidden inside the NDA
- Personal guarantees or employee liability for company disclosures
- Harsh liquidated damages or automatic injunction language with no balance
Red flags are starting points, not automatic deal-breakers. Context matters: a harsh clause may be negotiable, industry-standard, or offset elsewhere in the document. Use them to prioritize what you verify next — then confirm the exact wording in your file. For a general pre-sign frame, see the contract checker checklist.
Key clauses
Clauses worth locating before you commit.
Knowing the clause names helps you search the PDF and ask sharper questions. If a listed clause is absent, that absence itself may be the finding — especially for termination, liability, payment timing, or confidentiality scope.
Contract Analyzer surfaces many of these as findings or missing-clause notes in a structured report. Learn more about the method on what contract analysis is and how the product compares to enterprise tools on contract analysis software. Credit costs are explained on pricing; deeper explainers live on the blog.
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FAQ
Questions about NDA review
Is a mutual NDA better than a one-way NDA?
Usually yes when both sides will share sensitive information. A mutual NDA creates reciprocal duties and reduces the chance you are bound while the other party remains free to talk.
How long should NDA confidentiality last?
Many commercial NDAs use 2–5 years for general business information. Trade secrets may need longer protection, but “perpetual for everything” is often overbroad and worth negotiating.
What should be excluded from confidentiality?
Typical exclusions include information that is public, already known to you, independently developed, or rightfully received from a third party without a duty of secrecy.
Can an NDA include a non-compete?
Some drafts sneak in non-compete or non-solicit language. Those are different restrictions and should be reviewed separately rather than accepted as “standard NDA terms.”
Does Contract Analyzer give legal advice on NDAs?
No. It produces an informational structured report so non-lawyers can spot issues before signing. For advice on your specific situation, consult a qualified attorney.
Ready to review an NDA?
Create an account, buy a credit pack, upload your document, and get a structured report with findings and quotes. Not legal advice.