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NDA review

Free NDA Review

Paste your non-disclosure agreement and the AI will flag one-sided clauses, vague definitions, and unusual terms in seconds.

Anatomy

Anatomy of a fair NDA

Anatomy of a fair NDADiagram: anatomy of a fair NDA — mutual obligations, finite 2 to 5 year term, standard exclusions, trade-secret carve-out, reasonable remedies, no hidden non-compete.Anatomy of a fair NDASix things a balanced non-disclosure agreement should haveMutual obligationsBoth parties owe dutiesFinite term2–5 years from disclosureStandard exclusionsPublic, prior, independentTrade-secret carve-outLong obligation only for theseReasonable remediesInjunctive relief without bond limitsNo hidden non-competeWatch the obligations sectionFreeContractReviewer.com

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AI review is informational only and not legal advice.

What to watch for

Common NDA red flags

  • Indefinite confidentiality term

    Most NDAs run 2–5 years. An indefinite term effectively never lets you out — push for a finite period with a separate trade-secret carve-out.

  • Overly broad definition of 'Confidential Information'

    If everything the other side ever says is automatically confidential, you can't function. Look for a marked or 'reasonably understood' standard and standard exclusions.

  • Missing standard exclusions

    Public information, prior knowledge, independently developed material, and information received from a third party should all be excluded.

  • One-sided indemnification

    If only one side indemnifies the other, you may be on the hook for the other party's lawyer fees in disputes you didn't cause.

  • Mandatory injunctive relief without bond

    These clauses make it cheap and fast for the other side to sue. Reasonable boilerplate — but worth knowing it's there.

  • Broad assignment rights

    If they can assign the NDA to anyone, you may end up bound to a competitor or buyer you never intended to deal with.

What a balanced NDA usually has

Mutual obligations

If both sides may share confidential information, both should carry the same duties. Even a "one-way" NDA can be made mutual with a single line — and it usually doesn't change the deal.

A clear, finite term

Two to five years from disclosure is the typical range. Trade secrets can have a longer carve-out, but the general confidentiality obligation should end.

Standard exclusions

Public information, prior knowledge, independent development, and information from a third party without a confidentiality duty should be excluded.

Practical remedies

Injunctive relief is normal. Watch for clauses that strip the losing party of bond requirements or that include broad indemnification on top of damages.

FAQ

NDA review questions

  • What's a 'fair' NDA?
    A fair NDA is mutual, has a finite term (usually 2–5 years), defines 'Confidential Information' clearly, includes standard exclusions, and limits remedies to what's reasonable. Many one-way NDAs are still fair if the use case justifies it.
  • Should I sign a one-way NDA?
    Often yes — especially if you're the one receiving information. The question isn't whether it's one-way, it's whether the obligations are reasonable in scope and duration.
  • How long should an NDA last?
    Typically 2–5 years from disclosure. Longer terms (or indefinite) are common only for trade secrets — and even then, the long obligation should apply only to those specific items.
  • Is this legal advice?
    No. Our review is for informational purposes only. For NDAs tied to high-value deals, employment, or anything you're unsure about, talk to a lawyer.

FreeContractReviewer.com provides AI-generated information to help you understand possible contract issues. It is not legal advice and does not replace a qualified lawyer.