An NDA looks intimidating but it's really just eight sections, and six of them are basically standard. Once you've read a few, you can review one in about three minutes and know exactly where the problems are.
Parties
Who's involved. The disclosing party (sharing secrets) and the receiving party (keeping them). In a mutual NDA, both wear both hats. Watch for "affiliates" — some NDAs extend obligations to hundreds of unnamed subsidiary companies. Ask for a list.
Definition of Confidential Information
The most important section. A fair NDA limits coverage to information marked confidential or that a reasonable person would treat as such. "All information, regardless of form" is a trap — it covers everything and protects nothing, because it's too vague to enforce consistently.
Permitted Use and Recipients
What you can do with the info and who else can see it. Usually limited to evaluating the stated business purpose, shared only with employees who need to know and are under similar confidentiality duties.
Exclusions
The four standard carve-outs: public information, prior knowledge, independent development, and third-party disclosure. If any are missing, someone removed them deliberately. All four missing means you're signing a trap.
Term and Survival
How long the obligations last. 2-5 years is normal. Trade secrets can survive indefinitely but should be identified as such. A blanket "all info survives 10 years" is unusual and aggressive.
Return or Destruction
What happens when the relationship ends. Usually return or destroy within 30 days, keep one copy for compliance. Watch for unreasonable demands like certifying under penalty of perjury.
Remedies
Injunctive relief (court order) plus money damages is standard. Watch for one-sided attorney fee shifting or liquidated damages.
Boilerplate
Choice of law, venue, severability. The choice-of-law line matters: if you're in Texas and the NDA says New York law governs, disputes just got more expensive. Push for your home state.
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Decode My LeaseFrequently asked questions
Can verbal info be confidential?
Yes, if the NDA says so — usually with a requirement to confirm in writing within a few days.
What if I breach accidentally?
Still a breach. NDAs are generally strict liability. Narrow definitions are your best protection.