Written by NotALawyer Legal AI · Reviewed by External Legal AI · Published April 27, 2026 · Last reviewed June 26, 2026
A non-disclosure agreement (NDA) is a contract where one or both sides promise to keep certain information secret. They're routine in business — and often poorly written or misused. Here's how to read one.
A one-way (unilateral) NDA protects information flowing from one party to the other. A mutual NDA protects both directions — standard when two companies explore a partnership or merger. Check which one you're signing.
NDAs that try to cover "any information shared" are often too vague to enforce. Good ones name what's protected (information marked confidential, or specific categories) and what's excluded (anything public or independently developed).
Most NDAs run for a set term — often 2 to 5 years to share information, plus a similar window to keep it secret. Indefinite NDAs are sometimes unenforceable, especially in employment.
Standard carve-outs: information that becomes public, was already known, was independently developed, or is required by law to be disclosed. Remedies usually cover injunctive relief plus damages — without them, an NDA is toothless.
Non-compete or non-solicitation clauses sometimes hide in the back. Others lock disputes into a particular court or state's law. These aren't "just NDAs" — they're contracts. Read all of it.
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