Contract guide
What to Actually Check Before You Sign an NDA
NDAs look boilerplate, so people sign them without reading. But NDAs vary a lot, and a bad one can follow you for years. Before you sign, check these five things.
1. The definition of “Confidential Information”
Too broad (“anything disclosed”) can cover things you already knew or that are public. Look for carve-outs for information that is public, already known to you, or independently developed.
2. Duration
How long does the obligation last — 2 years, 5, or forever? Perpetual NDAs are common but worth noting, especially if you work in the same field.
3. Mutual vs. one-way
If you're also sharing anything, is the NDA mutual? A one-way NDA protects only the other side.
4. Hidden non-solicit or non-compete
Some documents titled “NDA” quietly include restrictions on who you can work with or hire. Read the whole thing, not just the confidentiality section.
5. Return of materials and governing law
Check the return/destruction-of-materials obligation and the governing law / jurisdiction — the latter decides where you'd have to fight a dispute.
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Analyze a contract →Frequently asked
Is it safe to sign a one-way NDA?
Often yes, but understand you're taking on obligations the other side isn't. If you're also disclosing sensitive information, ask to make it mutual.
How long should an NDA last?
It varies. Two to five years is common for business information; some are perpetual. The right duration depends on how long the information stays sensitive — just make sure you know which one you're agreeing to.
Can an NDA include a non-compete?
Yes — some documents titled “NDA” include non-solicit or non-compete restrictions. Read the entire document, or paste it into ContractAI to surface clauses like these automatically.
ContractAI provides an automated, plain-English summary to help you understand your own contract. It is not legal advice and is not a substitute for a lawyer. For high-stakes agreements, consult a qualified attorney.