NDA Review: What to Check Before You Sign
About to sign an NDA? Here's what a Non-Disclosure Agreement actually covers, the clauses worth checking, and when it's worth a professional review
Someone hands you an NDA to sign - a client, an employer, a potential investor. It looks routine. But NDAs are often the first document people sign without reading carefully, and the details matter more than most people realise.
What an NDA is actually for
A Non-Disclosure Agreement protects confidential information shared between two parties - ideas, business plans, client data, trade secrets - by legally restricting how it can be used or shared. It can be one-way (only one side shares confidential information) or mutual (both sides do).
The clauses worth actually reading
Most NDAs look similar on the surface, but a few clauses decide how protective - or how one-sided - the agreement really is:
Definition of "confidential information" - is it clearly defined, or vague enough to cover almost anything?
Duration - how long do the obligations last? Some NDAs run indefinitely, which is worth noticing.
Carve-outs - are there sensible exceptions (information that becomes public independently, or was already known before the agreement)?
Governing law and jurisdiction - which state's laws apply, and where would a dispute be handled?
Non-solicit or non-compete clauses - sometimes tucked into an NDA, these go beyond confidentiality and restrict future business or hiring.