Do’s and Don’ts Before You Sign an NDA

Freelancers, founders, and small vendors see NDAs constantly: before a pitch, a product demo, a vendor review, or a hire. Most are short. Some hide a non-solicit, a non-compete, or a definition of “confidential” that covers almost everything you already know.

This is a checklist, not legal advice. For the specific clauses that usually cause trouble, see NDAs in plain English: 5 clauses to watch.

Do’s

1. Confirm who is sharing, and who is bound

A one-way NDA protects only their information. A mutual NDA protects both sides. If you are also showing work, pricing, or a method, one-way is the wrong shape.

Check the party name. Signing as yourself is different from signing for your company. Affiliates, contractors, and “representatives” may also be pulled in. Know which.

2. Read the definition of confidential information

Ask three questions:

• Does it cover only information they mark confidential, or everything discussed?
• Does it include oral information, and do you have to confirm it in writing later?
• Does it carve out what you already knew, what is public, and what you develop on your own?

“All information disclosed” with no exceptions is the line to slow down on.

3. Check the clock

A useful NDA has an end date, often one to three years for ordinary business talks. Trade secrets are sometimes treated differently. “Perpetual” or “survives forever” on ordinary pitch material is a don’t, unless you understand why.

4. Keep a copy and note the purpose

Save the signed PDF and the email that sent it. The purpose clause matters: “to evaluate a potential project” is narrower than “any business relationship.” If the purpose is missing, the rest of the document has more room to stretch.

5. Look for a way out if the law requires disclosure

A normal NDA lets you disclose if a court, regulator, or subpoena requires it, usually after notice when notice is allowed. If that exception is missing, flag it.

Don’ts

1. Don’t let an NDA become a non-compete

Watch for “you will not work with our customers,” “you will not solicit our employees,” or “you will not pursue this idea with anyone else.” Those are business restrictions. They do not belong in a document whose only job is to keep a conversation private.

2. Don’t sign before you know what you are protecting

“Sign this so we can talk” is common. Fine, if the NDA is narrow. Not fine if you have not seen what they will share, or if you are about to show your own work under a one-way form. Ask what the meeting covers before you sign.

3. Don’t accept “you already agree this is unique”

Some NDAs say you acknowledge their information is valuable, novel, or a trade secret. That sentence can be used later if there is a dispute. You can agree to keep something quiet without agreeing it is unique.

4. Don’t ignore return-or-destroy and injunctive relief

“Return or destroy” is normal. “We can get a court order without proving harm” is also common, and it raises the stakes. Know that signing can make a leak expensive even before anyone calculates damages.

5. Don’t treat a template as neutral

The party that sends the NDA wrote it for themselves. A freelancer receiving a company’s form, or a founder receiving an investor’s form, is not looking at a balanced default. Mutual, time-limited, and purpose-limited is the shape to aim for when you have leverage to ask.

A 60-second pass before you sign

• One-way or mutual?
• Who is the party: you, or your company?
• How long does it last?
• What is excluded: public, already known, independently developed?
• Any non-solicit, non-compete, or “don’t work with our customers” language?

If those five are clean, most ordinary NDAs are signable. If one of them is not, that is the paragraph to ask about before the meeting.