How to Read an NDA Before You Sign

Start With Who Is Bound and What Is Covered

The first thing to establish: is this a one-way NDA (only you are bound) or a mutual NDA (both parties are bound)? If you're sharing confidential information too — your ideas, your code, your business plans — a one-way NDA doesn't protect you.

Next, read the definition of "Confidential Information." A definition that covers all information shared or discussed without limitation is almost unlimited in scope. A reasonable definition covers: specifically marked confidential materials, named categories (trade secrets, customer lists, financial projections), and information disclosed in specific contexts (board meetings, due diligence).

The Standard Exclusions (And Why They Matter)

Every well-drafted NDA has standard exclusions from confidentiality obligations. Look for: (1) Information already publicly known. (2) Information you knew before receiving it from this party. (3) Information you independently developed without reference to the confidential material. (4) Information received from a third party with no confidentiality obligation. (5) Disclosures required by law or court order.

If an NDA lacks these exclusions, it may try to claim confidentiality over information you already knew or information that's publicly available. This isn't enforceable, but creates friction.

Permitted Uses and Permitted Disclosures

What can you do with the confidential information? The NDA should specify: only to evaluate the business relationship, only to persons who need to know for that purpose, and that those persons are also bound by confidentiality.

Permitted disclosure to lawyers, accountants, and advisors who are already bound by professional confidentiality obligations is standard and reasonable.

Duration: How Long Are You Bound?

A typical NDA lasts 2–5 years. "Perpetual" confidentiality for general business information is unusual and increasingly difficult to enforce. Trade secrets can be protected indefinitely under law without needing a contract — so an NDA doesn't need to be perpetual to protect legitimate trade secrets.

Check whether the NDA distinguishes between general confidential information (finite term) and actual trade secrets (indefinite). This is good practice and signals a well-drafted agreement.

What Happens When the NDA Ends or the Relationship Does

Does the NDA require return or destruction of confidential materials? Is there a certification of destruction? What happens to digital files? These provisions matter more in practice than they seem on paper.

Also check: what survives termination of the agreement? Confidentiality obligations for information that was shared should survive even if the NDA expires — otherwise the confidentiality protection disappears retroactively.

Using Revealr to Review an NDA

Revealr reviews NDA clauses for overbroad definitions, missing standard exclusions, one-way obligations when mutuality would be appropriate, and excessive duration. Upload your NDA and get a plain-English breakdown of what you're agreeing to before you sign.