NDA — Plain-English Summary
NDAs look boilerplate but can contain non-solicit, non-compete, assignment and IP-assignment language that extends well beyond confidentiality. Paste an NDA below and get a plain-English summary of the five most common red flags, the clauses typically expected on a standard version, and notes on where state law often changes the picture — in about 30 seconds. Informational only — for anything binding, consult a licensed attorney in your state.
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Five red flags we see most often in an NDA
None of these are automatically deal-breakers — context and negotiating leverage matter. But if you see one on a draft, it's worth pushing back or escalating to counsel.
- 1Overly broad definitions of 'confidential information' that sweep in publicly available or independently developed material.
- 2Perpetual confidentiality with no sunset — reasonable NDAs usually cap the obligation at 2–5 years.
- 3Non-solicitation or non-compete language hidden inside what was pitched as a one-way NDA.
- 4IP-assignment clauses that transfer ownership of anything you create while the NDA is in force — not just project-specific work.
- 5Unilateral injunctive relief and fee-shifting that only runs in the disclosing party's favor.
Three clauses you should expect on a fair NDA
If any of these are missing or written vaguely, that alone is worth asking about.
- 1A definition of confidential information with standard carve-outs (publicly known, independently developed, compelled by law).
- 2A term of years for the confidentiality obligation, after which it expires.
- 3Return-or-destroy language covering what happens to materials at the end of the agreement.
State-specific variation on an NDA
NDA enforceability varies by state, especially when tied to employment. California, for example, restricts NDAs that would chill disclosure of unlawful conduct. Check your state attorney general or employment-law resources before signing.
BeforeSigning is not legal advice and does not create an attorney-client relationship. For anything binding, consult a licensed attorney in your state.
Terms to know before you read an NDA
Three terms that come up repeatedly in NDA drafts. Knowing these is the difference between skimming past a real issue and catching it.
- Non-Disclosure Agreement →
A non-disclosure agreement (NDA) is a contract requiring one or both parties to keep specified information confidential.
- Indemnification →
An indemnification clause shifts liability — one party agrees to cover losses, damages, or legal fees the other party incurs from specified events.
- Severability →
A severability clause says that if one part of a contract is found unenforceable, the rest of the contract still stands.