What to Know Before Signing That NDA: A High Level Breakdown
This week on my “lawyer friend” series where I tackle real legal scenarios I get from friends and clients, I’m diving into a deceptively simple document: the Non-Disclosure Agreement (NDA).
If you’re an investor, entrepreneur, freelancer, or work with intellectual property (aka: most people), NDAs are likely a routine part of your professional life. But here’s the problem: most people don’t actually read them.
They skim. They sign. They treat it like checking the "Terms & Conditions" box on their iPhone.
I get it. NDAs look boilerplate. They’re usually short. You’re in a rush. But this is one document you really shouldn’t sleep on.
Not All NDAs Are Created Equal
The wrong NDA can be overly broad, one-sided, or vague, and that’s a real risk. A poorly drafted NDA can stall your business, restrict future opportunities, or expose you to liability you didn’t anticipate.
For growing businesses, freelancers, or founders, the consequences of a “bad” NDA often don’t show up until it’s too late.
While I always recommend a quick review by a lawyer, here are a few key things to keep in mind if you’re reviewing one on your own:
🔸 Scope of Confidential Information & Internal Sharing
Look closely at what’s considered “confidential.” Is it narrowly defined (ideal) or does it attempt to include anything and everything?
Also check: Who can you share the information with internally? If you have a team, contractors, or advisors, the NDA should reflect that.
🔸 Duration
It is not recommended to sign an NDA with no end date.
A typical NDA lasts 2–3 years, depending on the industry or type of information. Also look for an option to terminate (with return/destruction of the confidential info) if the deal or conversation doesn’t move forward.
🔸 Mutuality
Is it a unilateral NDA (only you’re bound) or a mutual one?
In most cases, you should ask for mutual protection—it creates a more balanced playing field and helps expose any hidden restrictive clauses buried in the document. Even if the relationship starts with a single information flow, this protects you without an additional lift.
🔸 Hidden Restrictions
This is where things get sneaky. Some NDAs quietly include non-compete or non-solicit provisions—terms that go well beyond confidentiality.
Unless that’s been discussed and agreed to upfront, these clauses don’t belong in an NDA. If you spot them, push back or remove them.
Bottom Line: NDAs Should Enable Collaboration Not Prevent It
NDAs are meant to build trust and protect the exchange of sensitive information, not restrict your future. If you're signing one blindly, you're putting yourself or your business at risk.
A quick legal review by your counsel or your friendly neighborhood lawyer friend 👋can help you spot red flags and move forward with confidence.
When in doubt, ask. It’s a lot easier to fix these things before you sign.
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This post is for informational purposes only and does not constitute legal advice.