NDA Playbook

Understand what you are agreeing to keep secret and for how long. Not all NDAs are created equal.

2
Critical Red Flags
2
Warning Signs
6
Protections to Ask For
4 min
Estimated Skim Time
Quick Jump
Biggest Trap in Non-Disclosure Agreement Contracts

Non-Circumvention Buried in NDA

Prevents you from working with anyone the other party introduces you to

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The 3 most important things to check first

1

Perpetual/Indefinite Term

Obligation to keep information confidential forever, even after it becomes public.

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2

Overly Broad Definition

Everything shared is confidential, including publicly available information.

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Critical Red Flags

Requires immediate attention
critical

What to Watch For

Common red flags we find in these contracts

Perpetual/Indefinite Term

Critical

Obligation to keep information confidential forever, even after it becomes public.

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Warning Signs

Review carefully
warning

What to Watch For

Common red flags we find in these contracts

One-Way NDA When Mutual Needed

Warning

Only you are bound to confidentiality when both parties are sharing information.

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What to Ask For

Must-Have Protections

Checklist of protections your contract should include

Essential (Must Have)

Clear definition of confidential information

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+5 more protections available

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What's Fair

Industry Benchmarks

What is normal vs. what should raise concerns

Metric
Industry Standard
Red Flag
Confidentiality period
2-5 years
Perpetual
Definition scope
Specific categories
All information
Return of materials
Upon request
Automatic destruction
Injunctive relief
Available to both
Only one party
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Benchmarks based on industry standards. Individual contracts may vary based on specific circumstances.

Negotiation Scripts

Negotiation Tips

2 scripts available

Copy-paste scripts for common negotiation scenarios

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Scenario

Perpetual NDA term

"The perpetual confidentiality term is unusual for this type of information. Indu..."

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Scenario

One-way when should be mutual

"Since we will both be sharing sensitive information during our discussions, I be..."

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Get ready-to-use, copy-paste negotiation scripts crafted by legal experts. Just paste into an email or use in conversation.

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Common Traps

Common Traps

Sneaky clauses that often catch people off guard

Non-Circumvention Buried in NDA

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Learn about all the sneaky clauses that catch people off guard, with detailed explanations and exactly what to clarify.

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