Non-Disclosure Agreement Review
Understand what you are signing.
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Explain the NDA I have been asked to sign and flag problems. I am the [DISCLOSING_OR_RECEIVING_PARTY]. Context: [DEAL_CONTEXT]. NDA text: [PASTE_NDA]. This is for understanding, not legal advice. For each clause, use this pattern: Clause: "The Receiving Party shall not disclose Confidential Information to any third party for a period of five (5) years." Plain meaning: I cannot share their information with outsiders for five years. Watch for: how "Confidential Information" is defined, who counts as a third party (my advisers? employees?), what happens after five years for trade secrets. Fair or one-sided: fair if mutual and with standard exceptions. Apply that pattern to every clause in my NDA in a table: Clause number | Plain meaning | Who it favors | Risk to me | Suggested change. Cover specifically: definition of confidential information, exceptions (public domain, already known, independently developed, required by law), permitted recipients, term and survival, return or destruction of materials, residuals clauses, non-solicitation or non-compete hidden in the text, remedies (injunction), and governing law. Finish with a one-paragraph summary of whether it is typical, the top three edits to request, and five questions for my lawyer. Do not rely on this explanation alone. Have a qualified lawyer who knows [JURISDICTION] review the agreement before you sign it.
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Clause 1 "Confidential Information means any information disclosed..." Plain meaning: everything they tell you, in any form. Who it favors: the discloser. Risk: no exclusion for things you already knew. Change: add standard exceptions (public domain, previously known, independently developed, required by law). Clause 4 "This Agreement shall remain in effect indefinitely." Plain meaning: no end date. Risk: you could be bound forever. Change: five years, with trade secrets protected as long as they remain secret. Summary: one-sided as written (obligations only on you). Ask for mutual terms and a fixed term. Five questions for your lawyer follow.
Illustrative only, made-up data. Your results will differ and must be reviewed.