How to Review an NDA: 10 Things to Check Before You Sign
8 min read · Updated March 2026
Non-disclosure agreements (NDAs) are often treated as standard paperwork — something to sign quickly and get out of the way. But NDAs can impose significant obligations, restrict your ability to work, and in some cases include hidden IP assignment clauses that transfer ownership of your work. Here's a systematic checklist for reviewing any NDA before you sign.
Is it mutual or one-way?
A one-way (unilateral) NDA only protects one party's information. If you're also sharing your own ideas, pricing, or work product, push for a mutual NDA that protects both parties equally. Look for language like 'each party' vs. 'the Disclosing Party.'
What exactly is 'confidential information'?
The definition matters enormously. A definition that says 'all information shared during the relationship, whether marked confidential or not' is overbroad — you could accidentally violate it by discussing industry knowledge you had before the engagement. Look for carve-outs for publicly known information and information you independently developed.
How long does it last?
Industry standard for NDAs is 2–5 years. Anything over 5 years — or perpetual — is unusual and likely unenforceable in many jurisdictions. NDAs with no expiration date are a red flag.
What are the permitted disclosures?
Every NDA should carve out: (a) information already in the public domain, (b) information independently developed by you, (c) information received from a third party without restriction, and (d) disclosure required by law or court order. If these carve-outs are missing, the NDA is overbroad.
Is there a residuals clause?
A residuals clause protects your right to use general knowledge, skills, and experience gained during the engagement — even if those arose from working with confidential information. Without it, an NDA could theoretically restrict you from applying your own expertise in future projects. Ask for one if it's missing.
Does it include an IP assignment clause?
Some NDAs include hidden IP assignment provisions that transfer ownership of anything you create during the relationship to the other party. This goes beyond confidentiality — check for language like 'all work product created in connection with this agreement shall be assigned to...'
What jurisdiction governs it?
The governing law clause determines which state's (or country's) laws apply if there's a dispute. If the counterparty is in another state, you want the law of your jurisdiction — or at minimum a jurisdiction with strong worker protections like California or New York.
What are the remedies for breach?
Liquidated damages clauses in NDAs can specify a fixed penalty for breach (e.g., $50,000). Assess whether that amount is proportional to the actual information being protected. Courts in many states will void penalties they consider disproportionate.
Does it include a non-solicitation clause?
Many NDAs include non-solicitation provisions — restrictions on hiring the other party's employees or approaching their customers. These function like a mini non-compete and should be evaluated with the same scrutiny.
What happens to confidential information after it ends?
The NDA should specify what happens to confidential information when the relationship ends — return, destruction, or certification of deletion. If it says 'return or destroy upon request,' make sure you have a process for that.
The quick summary
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