Non-disclosure agreement
Review your NDA before you sign it
Most NDAs are signed unread because they look standard. They frequently are not. The three things that turn a routine NDA into a problem - a perpetual term, a definition of Confidential Information broad enough to cover your own prior knowledge, and non-solicit or non-compete language buried in clause 9 - all look unremarkable on a quick read.
For founders, employees, freelancers and anyone handed an NDA before a first meeting.
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What we check in a non-disclosure agreement
Every review of this contract type runs the full checklist, then reports what it found with the clause quoted and the line number.
- Whether the obligations are mutual or run only one way
- How Confidential Information is defined, and whether the standard carve-outs are present (public knowledge, independently developed, already known, required by law)
- The term - how long confidentiality survives, and whether trade secrets are carved out to run indefinitely
- Residuals: whether you are allowed to use what you remember without notes
- Non-solicitation and non-compete language hidden inside a confidentiality agreement
- Whether the NDA assigns IP or grants a license - it should do neither
- Return-and-destroy obligations and whether your backups make them impossible to comply with
- Injunctive relief, liquidated damages and who pays legal fees
- Governing law and forum, and what it costs you to defend a claim there
Red flags we see most often
These are the specific terms that turn a routine non-disclosure agreement into an expensive one.
- A term of "in perpetuity" on all information rather than only on trade secrets
- No carve-out for information you already knew or developed independently
- A definition covering "all information disclosed, whether or not marked confidential", with no exceptions
- Non-solicitation of employees or customers appearing in an agreement titled as an NDA
- One-way obligations in a deal where both sides are actually disclosing
- Liquidated damages set at a fixed sum per breach
- An obligation to destroy all copies with no exception for automated backups or regulatory retention
What you get back
Not a summary of what the contract says. A list of what to change, and the wording to change it to.
Risk score and verdict
A calibrated 0–100 score with a one-line verdict. Clean documents score low — the score is only useful if it can say "this is fine".
Findings with the quote
Each issue names the clause, quotes it verbatim, explains the consequence in your contract's own numbers, and says how far it deviates from market standard.
Pasteable redlines
Replacement wording drafted for each issue, ready to send back to the other side.
What's missing
The standard protections for this contract type that your document does not contain.
Deadlines to calendar
Every date and trigger that costs you something if you miss it, with the consequence spelled out.
Negotiation playbook
Your asks in priority order, the reason to give for each, and the fallback position if they refuse.
Questions about non-disclosure agreements
Is it safe to upload an NDA to an AI tool?
It depends entirely on the tool. Read your NDA's own terms first - some prohibit disclosure to third parties, which includes SaaS vendors. We do not use uploaded documents to train models, and you can delete a contract and its text permanently from your dashboard at any time. Free consumer AI tools frequently do train on input; check before pasting a confidential agreement into one.
How long should an NDA last?
Two to five years is standard for ordinary commercial information. Trade secrets are usually carved out and protected for as long as they stay secret. A blanket perpetual obligation over all information is aggressive and is the single most common term worth pushing back on.
Can an NDA stop me working for a competitor?
Not directly, but it can be drafted to have that effect. Watch for a definition of Confidential Information so broad that any similar role would inevitably breach it, and for non-compete or non-solicit clauses placed inside the NDA. Our review flags both and quotes the exact wording.
What is a residuals clause?
It permits you to use general knowledge retained in unaided memory. Recipients want it; disclosers resist it. If you are the receiving party and there is no residuals clause, ordinary career mobility can become a technical breach.
Do I need a lawyer to review an NDA?
For a routine mutual NDA at ordinary commercial stakes, a careful read against a checklist catches nearly everything. For an NDA attached to an acquisition, an employment separation, or anything with liquidated damages, get a lawyer. Our report is built to be sent straight to one so you pay for their judgment rather than their reading time.
Related guides
NDA Review Checklist: 14 Clauses to Check Before Signing
The definition, the term, the carve-outs and the restrictions hidden inside a confidentiality agreement - what is standard and what to push back on.
Mutual vs Unilateral NDA: Which One Should You Be Signing?
When a one-way NDA is appropriate, when asking for mutual is reasonable, and the six clauses that behave differently depending on which you sign.
Residuals Clause Explained: Using What You Remember
A residuals clause lets you use knowledge retained in unaided memory. Why recipients want it, disclosers resist it, and how it is usually compromised.
Review your non-disclosure agreement now
$49, no account, about two minutes. See a complete sample report first if you want to judge the depth before paying — and if yours finds nothing you can act on, we refund it.
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