What Is an NDA, Really?
Most NDAs are routine. The ones worth slowing down for are the ones that define "confidential" so broadly that almost anything you learn becomes restricted.
The four terms that define an NDA
- What's covered — the definition of confidential information; watch for sweepingly broad ones.
- Duration — how long you must keep it secret, from a few years to indefinitely.
- Permitted use — what you're allowed to do with the information.
- Consequences — what happens if you disclose, including injunctions and damages.
Where NDAs overreach
A reasonable NDA protects specific, genuinely confidential information. An overreaching one tries to do more:
- Defines "confidential" so broadly it covers public or general knowledge.
- Lasts forever with no end date, even for information that goes stale.
- Doubles as a non-compete or non-solicit hidden inside the secrecy language.
- Restricts your ability to use skills and experience you already had.
A mutual NDA binds both sides to secrecy; a one-way (unilateral) NDA binds only you. If you're sharing information too, a one-way NDA leaves you exposed — worth flagging before signing.
What to check before signing
Read the definition of confidential information first — it's where most problems hide. Confirm there's a reasonable end date, that standard carve-outs exist (for information that's already public or that you already knew), and that the NDA isn't quietly functioning as a non-compete. If the consequences include broad injunctions, understand that means a court could stop you from acting, fast.
About to sign an NDA?
Paste it into Main AI — it shows you exactly what's defined as confidential, how long you're bound, and any terms that reach further than they should.
Analyze your document — freeCommon questions
How long does an NDA last?
It depends entirely on the contract — common terms range from two to five years, though some run indefinitely. Trade-secret protection can last as long as the information stays secret. Check the duration clause specifically.
Can an NDA stop me from using my own skills?
A reasonable NDA shouldn't. But some are written broadly enough to restrict knowledge and experience you'd carry to any job. Look for carve-outs that protect your general skills and pre-existing knowledge.
What's the difference between a mutual and one-way NDA?
A mutual NDA binds both parties to confidentiality; a one-way binds only one side, usually the recipient of information. If you're also sharing sensitive information, a one-way NDA may leave you unprotected.
What happens if I break an NDA?
Consequences are set by the contract and can include money damages and court injunctions ordering you to stop. Some NDAs specify the dollar amount; others leave it to a court. Read the remedies section.