The shortest document with the longest shadow.

One-sided (unilateral) NDA

One party shares information; the other party promises not to use or disclose it. Common when an employer hands a new hire an NDA, when a vendor protects its proprietary process, or when a company pitches its IP to a potential partner. The signing party takes on all the obligations and gets none of the protection.

We focus on:

• How broadly “confidential information” is defined — and whether routine knowledge you already had is swept in
• Whether the term is reasonable (and whether trade-secret obligations are perpetual, which is normal but worth understanding)
• Residuals — what you're allowed to remember and reuse — and whether your future work could be claimed
• Non-solicit, non-hire, or non-compete language quietly tucked into an “NDA”
• Choice of law, venue, and whether the discloser can get an injunction without posting bond

Mutual (bilateral) NDA

Both parties share information; both promise the same thing. Common between two businesses exploring a deal, an acquisition discussion, a joint venture, or a meaningful partnership conversation. On paper it's symmetric — but only if the document was drafted to be.

We focus on:

• Whether the obligations are actually symmetric — many “mutual” NDAs quietly favor the larger party
• Whether the purpose of the disclosure is narrow enough to prevent “information for one deal becomes information for any deal”
• Standstill language hidden in the NDA (a real acquisition red flag — restricts you from talking to others)
• Return / destruction obligations and the practical question of what really happens to the data
• Whether IP, work product, or improvements get assigned to one side under cover of confidentiality

Definition of confidential information

Everything turns on this clause. Is it limited to information marked confidential? Limited to a defined “purpose”? Or does it sweep in “all information disclosed or observed” — which is functionally unbounded?

Standard carve-outs

Already known, independently developed, publicly available, received from a third party without obligation, or required by law. If these carve-outs aren't in the document, the document is overbroad on its face.

Term

How long the obligation lasts. Two to five years is typical for most commercial confidentiality. Trade-secret obligations often run as long as the information stays a trade secret — worth knowing, not necessarily worth fighting.

Residuals

What employees and contractors can remember, reuse, and rebuild from memory. A “no residuals” clause in an employer-side NDA can be devastating for someone changing jobs later.

Return / destruction

What you have to give back or destroy when the relationship ends, and whether that includes backup copies, derived work, and notes. The honest version permits retention for legal / archival purposes.

Choice of law & venue

If a dispute arises, whose state law decides it and where do you have to litigate? An NDA written under one state's law that you have to defend in another state's court is a structurally hostile document.

Remedies

Injunctive relief, liquidated damages, fee shifting, and attorneys' fees. The remedy clause is where you find out whether a breach claim costs the other side anything to bring — or only costs you to defend.

Hidden non-competes & non-solicits

Lots of NDAs quietly include don't-compete and don't-hire-our-people language. Some of it is unenforceable in your state (especially CA — see non-compete review), some isn't. We flag both.

Related

See contract review for any other contract type, and non-compete reviewif the NDA you're looking at carries restrictive-covenant language.