AI Contract Analysis · $19 · 60 Seconds

NDA Review — Understand Every Clause Before You Sign

NDAs are the most commonly signed legal document in professional life — and the least read. A poorly understood NDA can restrict what you say, who you work with, and what you share for years after the relationship ends. Recent legislation — including California's SB 331 and the Silence No More Act — has narrowed what NDAs can legally prohibit. Revealr's NDA review flags overbroad confidentiality definitions, perpetual durations, buried non-solicitation clauses, and clauses that may conflict with whistleblower protections. Last reviewed: March 2026.

  • Full clause-by-clause review — every section, not just the highlights
  • Risk score 0–100 — understand severity at a glance
  • Plain-English explanations — no legal jargon required
  • Specific action steps — exactly what to negotiate or ask
  • PDF + email delivery — share with the other party or an attorney
Secured by Stripe·Results in ~60 sec·No subscription

$19 · Full clause review · Instant results

Drop your contract here

PDF, Word or image · Max 20 MB
Encrypted in transit · Deleted after analysis

or drag & drop
PDFDOCXDOCJPGPNG

See how it works

What an NDA Can Legally Restrict You From Doing

Before you sign an NDA: 10 things to verify

Confidentiality scope
Is it limited to specific information or does it cover "any and all information in any form"?
Duration and expiration
Is there a stated end date? Standard is 1–3 years. Perpetual NDAs are flagged.
Prior knowledge carve-out
Does the NDA exclude information you already knew before signing?
Public domain exclusion
Are publicly available facts excluded from the definition of confidential information?
Legal disclosure carve-out
Can you comply with a court order or subpoena without breaching the NDA?
Whistleblower protection
Does the NDA try to prevent you from reporting illegal conduct to the SEC, EEOC, or other regulators?
Mutual vs. one-sided obligations
NDAs labeled "mutual" that only protect one party in practice.
Non-solicitation hidden in NDA
Work restrictions or non-compete language buried inside a confidentiality agreement.
Assignment to third parties
Can your obligations be transferred to another company without your consent?
Liquidated damages
Are pre-set financial penalties proportionate to the information at risk?

Red Flags in Non-Disclosure Agreements

Here is what a Revealr analysis looks like for a real Non-Disclosure Agreement.

R
Revealr Analysis
Non-Disclosure Agreement
Risk Score
74 / 100
CRITICAL§2.1
Overbroad Definition of Confidential Information

Literal clause: "Confidential Information means any and all information disclosed by Company to Recipient in any form whatsoever, including oral, written, electronic, or visual." This captures publicly available facts, information you already knew, and unrelated conversations. Standard NDAs list specific categories — product roadmaps, customer lists, financial projections — and explicitly exclude prior knowledge and public domain information. Request a narrowed definition with explicit exclusions.

CRITICAL§8.2
No Expiration — Obligations May Be Perpetual

Literal clause: "Recipient's obligations of confidentiality shall survive termination or expiration of this Agreement and shall continue in full force and effect indefinitely." Industry standard is 2–3 years for general business information. Trade secrets may warrant longer protection but should be limited to specifically identified categories. Request a specific duration clause — 3 years from execution is reasonable for most contexts.

→ Add a termination date: "Recipient's confidentiality obligations shall expire 3 years from the Effective Date, except with respect to information that constitutes a trade secret under applicable law."
WARNING§5.3
Non-Solicitation Clause Hidden Inside NDA

Literal clause: "During the term of this Agreement and for two years thereafter, Recipient agrees not to solicit, recruit, hire, or encourage any employee or contractor of Company to terminate their relationship with Company." This is a non-solicitation agreement embedded inside a confidentiality document — a common tactic. You may be signing a restrictive covenant without realizing it.

→ If non-solicitation is acceptable, negotiate scope and duration separately. If not, request removal of this section entirely.
WARNING§9.1
Assignment Without Recipient Consent

Literal clause: "Company may assign this Agreement and all rights and obligations hereunder to any successor, affiliate, or acquirer without Recipient's consent." This means if the company is acquired, your NDA obligations transfer automatically to the new owner — which may be a direct competitor. Request a mutual consent requirement for assignment.

→ Add: "This Agreement may not be assigned by either party without the prior written consent of the other party."
Revealr AI Analysis · Results in under 60 seconds$19 to unlock full report →

How to Respond to an NDA With Unusual Terms

Employees signing NDAs before starting
You received an NDA as part of your onboarding package
Freelancers and contractors
A client asked you to sign an NDA before sharing a brief
Anyone entering a business discussion
You are meeting with a potential partner or investor who sent an NDA

NDAs are the most commonly signed legal document in professional life — and the least reviewed. A poorly understood NDA can restrict what you say, who you work with, and what you share for years after the relationship ends.

Frequently Asked Questions

Generally yes, if the NDA is properly drafted and the duration has not expired. However, courts in many states will not enforce NDAs that are overly broad, lack a reasonable time limit, or attempt to cover general skills and knowledge rather than specific trade secrets. California limits what post-employment NDAs can cover under SB 331. Revealr flags indefinite durations and overbroad definitions that reduce enforceability.

Only if the NDA explicitly states it applies retroactively — which some do. Look for language like "including all information disclosed prior to the Effective Date." If present, Revealr will flag it. Standard NDAs cover only information disclosed after signing.

No — under federal law (Dodd-Frank, Title VII, and related statutes), an NDA cannot prevent you from reporting securities violations to the SEC or workplace discrimination to the EEOC. However, some NDAs use language that implies this restriction, which may still have a chilling effect. Revealr flags clauses that attempt to limit disclosures to government regulators.

The consequences depend on whether there was actual harm and what the NDA's damages clause says. Some NDAs include liquidated damages — pre-set financial penalties per violation, regardless of actual harm. Courts sometimes refuse to enforce disproportionate liquidated damages clauses, but the cost of litigation is itself significant. Revealr flags aggressive damages provisions.

Enforceability requires actual disclosure of confidential information to be at issue — you cannot violate an NDA if nothing was shared with you. However, simply signing the NDA creates a binding contract. If the counterparty later claims something was disclosed, the absence of a prior knowledge carve-out or specificity in the definition becomes a significant problem. Revealr flags overbroad definitions that make this more likely.

Related tools & guides

Non-Compete Agreement ReviewIP Assignment Agreement ReviewGuide: Common NDA Red FlagsHow to Read an NDA

Ready to review your document?

Upload your contract and get a complete risk analysis in under 60 seconds.

Drop your contract here

PDF, Word or image · Max 20 MB
Encrypted in transit · Deleted after analysis

or drag & drop
PDFDOCXDOCJPGPNG

See how it works

$19 · Full clause review · Instant results

Revealr provides AI-assisted document analysis for informational purposes only. NDA enforceability varies by jurisdiction. For NDAs involving trade secrets or significant business relationships, consult a licensed attorney.