How to Review an NDA in 5 Minutes (Without a Lawyer)

Non-disclosure agreements are the most common legal document in business. Before a partnership discussion, a job interview at a startup, a freelance project, or even a casual "let me show you what we're building" meeting — someone slides an NDA across the table. Most people sign without reading it.

That's a mistake. While most NDAs are reasonable, some contain clauses that can restrict your career, expose you to liability, or create obligations you never intended to accept. The good news: you don't need a law degree to spot the problems. Here's a five-minute framework.

Step 1: Check if It's Mutual or One-Way (30 seconds)

The first thing to identify is whether the NDA is mutual (both parties protect each other's information) or one-way (only you are bound to secrecy). Look at the "Disclosing Party" and "Receiving Party" definitions at the top.

If you're entering a business discussion where both sides will share information, a one-way NDA that only binds you is a red flag. It means they can freely share anything you tell them while you're locked in silence about their information.

Quick fix: Ask for a mutual NDA. In most business contexts, this is standard and reasonable. If they refuse, ask why — the answer is telling.

Step 2: Read the Definition of "Confidential Information" (60 seconds)

This is the most important section of any NDA. It defines what you're actually agreeing to keep secret. Overly broad definitions are the #1 problem in NDAs.

Watch for definitions that include:

• "All information disclosed in any form" — This is too broad. It could include publicly available information or things told to you casually in conversation.
• No exclusions for publicly known information — A well-drafted NDA always excludes information that's already public, was known to you before the NDA, or was independently developed.
• "Including but not limited to" followed by a vague list — This catch-all language can expand the definition beyond what either party intends.

What good looks like: A specific definition with clear exclusions for public information, independently developed information, and information received from third parties without obligation.

Step 3: Check the Duration (30 seconds)

Two time periods matter: how long the NDA itself lasts (the "term") and how long your confidentiality obligation survives after it ends (the "survival period").

A typical NDA has a term of 1–3 years with obligations surviving for 2–5 years after termination. If you see "in perpetuity" or "indefinitely" — that's a red flag. You'd be bound to secrecy forever, which is unreasonable for most business relationships and may not even be enforceable in many jurisdictions.

Exception: Trade secrets can legitimately require protection for as long as they remain secret. But "all confidential information forever" goes too far.

Step 4: Look for Non-Solicitation or Non-Compete Language (60 seconds)

Here's where NDAs get sneaky. Some NDAs bury non-compete or non-solicitation clauses within what should be a simple confidentiality agreement. Scroll through and look for restrictions on:

• Hiring or soliciting the other party's employees
• Working with competitors
• Developing similar products or services
• Contacting the other party's customers

These restrictions have nothing to do with confidentiality. They're using the NDA as a vehicle to impose business restrictions you might not agree to if they were presented separately. This is one of the most common traps in NDAs, especially from larger companies.

What to do: Strike these clauses or request them in a separate agreement where they can be properly negotiated with appropriate consideration (compensation).

Step 5: Check the Remedies and Jurisdiction (60 seconds)

Look at what happens if someone claims you breached the NDA. Two things to check:

Injunctive relief: Almost every NDA states that the disclosing party can seek an injunction (court order to stop you from sharing information) without posting a bond. This is standard and generally reasonable.

Liquidated damages: Some NDAs specify a fixed penalty for any breach — say, $50,000 per incident. This is unusual for a standard NDA and can expose you to enormous liability for even inadvertent disclosures. Push back on these.

Jurisdiction: Where would any lawsuit be filed? If you're a freelancer in Austin and the NDA says all disputes will be resolved in courts in Singapore, that's a practical problem. Negotiate for a neutral jurisdiction or your home jurisdiction.

Step 6: Scan for Unusual Obligations (60 seconds)

Quickly scan for anything that goes beyond "don't share our secrets." Red flags include:

• Mandatory return or destruction of all materials including your own notes — this may be impractical and overly burdensome
• Obligation to inform the company if you're subpoenaed — reasonable, but check if it requires you to fight the subpoena at your own expense
• Assignment rights — can the company assign the NDA to someone else? You might sign an NDA with a friendly startup only to have it acquired by a company you'd never do business with
• Broad audit rights — some NDAs give the disclosing party the right to audit your systems to verify compliance

The 5-Minute Checklist

1. ✅ Mutual or one-way? (Push for mutual)
2. ✅ Is "Confidential Information" specifically defined with proper exclusions?
3. ✅ Is the duration reasonable? (Not perpetual)
4. ✅ Are there hidden non-competes or non-solicitation clauses?
5. ✅ Are remedies proportional and jurisdiction reasonable?
6. ✅ Any unusual obligations beyond standard confidentiality?

If you check all six boxes and everything looks reasonable, you're likely safe to sign. If you spot issues, you now know exactly what to push back on.

For an even faster review, FlagClause can analyze your NDA in seconds and highlight every problematic clause with plain-English explanations. It's like having a contract lawyer on speed dial — without the billable hours.

Related reading: 7 Red Flags in Freelance Contracts · Why AI Contract Review is the Future