Custom Non-Disclosure Agreement (NDA)

What a good one includes

• A precise, unambiguous definition of what constitutes confidential information so both parties know exactly what is protected.
• Clear exclusions from confidentiality, such as information that is already public knowledge or was independently developed by the recipient.
• The specific, limited purpose for which the information is being shared, restricting its use to only that objective.
• A defined duration for the agreement, detailing how long the receiving party must keep the secrets safe both during and after the relationship.
• Detailed obligations regarding the return or permanent destruction of the confidential materials once the relationship ends.
• A governing law and jurisdiction clause to establish which specific courts will resolve any potential disputes.

Common mistakes to avoid

• Making the definition of confidential information so broad and all-encompassing that a court deems the entire agreement unreasonable and unenforceable.
• Failing to specify a reasonable duration for the confidentiality obligations, which can cause the agreement to expire prematurely or be struck down for lasting indefinitely.
• Forgetting to include a no-license clause, which accidentally gives the receiving party implied intellectual property rights to the shared information.
• Using a generic, one-way agreement when both parties are actually sharing sensitive information, leaving one side completely unprotected.

Frequently asked questions