How to Review an NDA in 5 Minutes Without a Lawyer

The 5-Minute NDA Checklist

1. Mutual or One-Way?

Mutual NDA is standard. Only accept one-way if you are paying the other party.

2. What is "Confidential"?

Too broad means even public information could be covered. Must exclude publicly available information and independently developed knowledge.

3. Duration

2-3 years is standard. "Perpetual" is a red flag except for trade secrets.

4. Standard Carve-Outs

Must include exceptions for: (a) information already public, (b) independently developed, (c) received from third party without restriction, (d) required by law to disclose.

5. Governing Law

Push for your home state. Otherwise disputes get expensive with travel and local counsel.

6. Return of Information

Must return or destroy upon termination — but keep one copy for compliance records.

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