Non-disclosure agreements have a low ratio of risk to volume. You’ll sign dozens before you sign one with material consequences. Spending an hour on each is a bad use of time; signing without reading is a bad habit. The middle path is a checklist.
Run any mutual NDA through these seven checks, in order. Stop at the first thing that’s wrong; fix it; move on.
1. Mutuality (30 seconds)
Search the document for “Discloser” and “Recipient.” If those labels are fixed (only one party is the Discloser, the other is always the Recipient), the NDA is one-sided. Most pitch and partnership conversations should use mutual NDAs. Either party can disclose; either party must protect.
Fix: change the role labels to be reciprocal. “Each party may disclose Confidential Information to the other; each party as Recipient shall protect such information.”
2. Definition of Confidential Information (45 seconds)
How is “Confidential Information” defined? Watch for two extremes:
- Too narrow: only information explicitly marked “CONFIDENTIAL” in writing. Reality: most useful information is shared verbally in meetings or via Slack.
- Too broad: “all information disclosed by either party.” This catches public information and arguably the weather. Hard to enforce, but more importantly, it’s lazy drafting that suggests the rest of the document is too.
Fix: define Confidential Information as “information disclosed by one party to the other that is either marked confidential, identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.”
3. Standard exclusions (15 seconds)
Make sure the NDA excludes information that is:
- Already publicly known or becomes public without breach.
- Independently developed by the Recipient without reference to the disclosed information.
- Lawfully received from a third party with no duty of confidentiality.
- Required to be disclosed by law or court order (with prompt notice to the Discloser).
These are universal. If any are missing, add them. If all are missing, the contract is non-standard for unprincipled reasons; ask why.
4. Term + survival (30 seconds)
How long does the NDA last? And how long do confidentiality obligations survive termination? Two numbers, often confused.
- Term = how long the NDA is in force. Typical: two to three years.
- Survival = how long the confidentiality obligations persist after the term ends. Typical: three to five years for general info; perpetual for trade secrets.
Avoid signing an NDA where the survival period is uncapped for ordinary confidential information. Trade secrets, fine. Everything else, cap it.
5. Permitted uses (45 seconds)
What can the Recipient actually do with the information? The NDA should specify a purpose: “evaluating a potential business relationship,” “providing services under a separate Services Agreement,” etc.
Watch for permissive language like “and any other purpose related to the Recipient’s business” — that swallows the limitation. The purpose should be narrow and specific.
6. Required protections (30 seconds)
What standard of care must the Recipient apply? Reasonable wording: “at least the same degree of care that the Recipient uses to protect its own confidential information, and in no event less than reasonable care.”
That dual standard catches the case where the Recipient is sloppy with its own data. A Recipient who treats their own confidential info badly can’t use that as a defence to a leak of yours.
7. Return / destruction + remedies (30 seconds)
The closing checks:
- Return or destruction. On termination, the Recipient must return or destroy confidential materials within a defined time (typically 30 days), with a written certification on request. Allow a carve-out for backup/archive copies, with the confidentiality obligation surviving for those copies.
- Equitable remedies. The NDA should acknowledge that breach may cause irreparable harm and that the Discloser may seek injunctive relief in addition to damages. This isn’t controversial; it’s standard.
What to skip
Things you don’t need to fight about in a mutual NDA: governing law (pick the Discloser’s home jurisdiction unless you have a reason), choice of forum, notices, assignment, severability. These are boilerplate and rarely material in an NDA. Save the battles for the next contract.
The five-minute target
Total time at full speed: under five minutes. With a playbook, an LLM, and a tracker for who’s seen what, you can run thirty NDAs in an afternoon. The interesting contracts will be the ones that fail one of these checks — those deserve another five minutes, then a decision.
For sample clause positions see our Mutual NDA playbook.