NDA Review Tool
Non-disclosure agreements look simple. They're not. Before you commit to confidentiality obligations — potentially for years — understand exactly what you're agreeing to, what information is covered, and how long you're bound.
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What to watch for
Example language
"Confidential Information means any and all information disclosed by either party, whether or not marked as confidential."
When the definition is this broad, it can sweep in information that was never actually disclosed in the relationship, or information that was already publicly available before you signed. You could theoretically be bound to keep secret something you knew independently — and proving it predated the NDA is now your burden.
Example language
"Recipient agrees to hold all Discloser's Confidential Information in strict confidence and shall not disclose it to any third party."
If the NDA only names you as the Recipient, you're bound to secrecy but they aren't. Asymmetric obligations are common when a company is sharing proprietary information and not receiving any — but watch for duration differences too. You might be bound for five years while they have no obligations at all.
Example language
"Recipient's obligations under this Agreement shall survive indefinitely following the termination of this Agreement."
NDAs that last forever — or for an unreasonably long period — are a red flag. The standard for most commercial NDAs is 2 to 5 years. "Perpetual" or "indefinite" duration is appropriate in limited cases (like trade secrets), but when applied broadly it can create open-ended obligations that follow you into future work.
Who uses this
You receive an NDA from a client before starting a project. You're being asked to keep their business information confidential — but the agreement also needs to be reasonable in scope and duration.
You're signing NDAs with potential investors, partners, or co-founders. The terms you agree to now can affect future funding rounds and what you're allowed to build later.
NDAs that arrive with job offers are often bundled with non-competes or non-solicitation agreements. Understanding what you're signing before you accept is harder once you've already said yes.
Vendor NDAs, supplier confidentiality agreements, and partnership NDAs are all routine — but they all carry obligations. Knowing what's standard versus what's onerous helps you push back before signing.
Coverage
Important distinction
There's an important difference between flagging a clause and giving legal advice. The Fine Clause does the former. When we tell you an NDA has an indefinite duration clause, that's a factual observation about what the document says. When an attorney tells you whether that clause is enforceable under your state's law, weighs it against your specific circumstances, and advises you whether to sign — that's legal advice.
For most NDAs — a freelance client agreement, a standard vendor confidentiality form, a routine partner NDA — understanding what's in it is sufficient. You can read the flagged clauses, decide if they're acceptable, and make an informed call.
You should still consult a lawyer when:
Knowing which clauses to ask about before you walk into that attorney consultation saves you time and money. That's what we help you do.
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Review your NDA free →The Fine Clause provides document analysis and clause explanations for informational purposes only. This is not legal advice. For important legal decisions, consult a licensed attorney.