NDA Review Prompts

Summarise this NDA clearly

Summarise this non-disclosure agreement in plain English. Who are the parties, what is the purpose of the NDA, is it mutual or one-sided, and how long does it last?

Find what counts as confidential

How does this NDA define confidential information? What categories of information are covered, and does the definition require information to be marked or labelled as confidential before it qualifies?

List what is not protected

What information is explicitly excluded from confidentiality under this NDA? List all exclusions, such as information already in the public domain, information I already knew before signing, and information I develop independently.

Find my specific obligations

What am I required to do under this NDA to protect confidential information? List every obligation, including any restrictions on use, storage, copying, or disclosure of the information I receive.

Check who I can share information with

Who am I permitted to share confidential information with under this NDA? Does it allow disclosure to employees, advisors, or contractors, and if so, what conditions apply to those disclosures?

Check the required standard of care

What standard of care does this NDA require me to apply when protecting confidential information? Is it a specific standard such as reasonable care, or must I treat the information with the same level of protection I give my own confidential data?

Find how long obligations last

How long do the confidentiality obligations in this NDA last? Does the duty of confidentiality end when the agreement terminates, or does it continue for a period after termination? Is there any information that must be kept confidential indefinitely?

Check return or destruction requirements

What does this NDA require me to do with confidential information when the agreement ends or when the disclosing party requests it? Must I return materials, destroy them, or certify that destruction has taken place?

Find any residuals clause

Does this NDA include a residuals clause? If so, what does it permit? Can I use information retained in unaided memory after returning or destroying confidential materials, and are there any limits on that use?

Check the enforcement and remedies clause

What remedies does this NDA provide if confidentiality obligations are breached? Does it include a right to seek injunctive relief without posting a bond, and does it limit or exclude liability for certain types of loss?

Compare obligations between parties

Do the confidentiality obligations in this NDA apply equally to both parties, or does one party have stricter obligations than the other? List any differences in what each party is required to protect, how they must protect it, or how long those duties last.

Find the key risks before signing

Based on this NDA, what are the three to five most important things I should be aware of or negotiate before signing? Focus on anything that is unusually broad, one-sided, or could create problems if confidential information is shared or a dispute arises.