Non-Disclosure Agreements are one of the most common contracts freelancers and businesses sign — and one of the most overlooked. A poorly written NDA can expose your own information, restrict your ability to work, or create legal liability you never anticipated. Here's what to check before signing.

1. What Information Is Covered?

The definition of "Confidential Information" is the heart of any NDA. Check whether it's narrowly defined (specific documents, trade secrets, client lists) or broadly defined ("any information shared between the parties"). Overly broad definitions can restrict you from using general industry knowledge or publicly available information.

2. Is It Mutual or One-Way?

A mutual NDA protects both parties. A one-way NDA only protects the disclosing party. If you're sharing sensitive information too (like your processes, pricing, or client list), push for a mutual NDA. One-sided NDAs are standard when only one party is sharing secrets, but always check the direction.

3. How Long Does It Last?

NDA durations typically range from 1 to 5 years. Some NDAs last "in perpetuity" — forever. Perpetual NDAs can be reasonable for true trade secrets, but for general business information, a 2-3 year term is standard. Make sure the duration is appropriate for the type of information being shared.

4. What Are the Exclusions?

Every good NDA should list exclusions — information that is NOT considered confidential. Standard exclusions include: information that was already publicly known, information you already possessed before the NDA, information received from a third party without restriction, and information independently developed by you. If these exclusions are missing, add them.

5. What Happens If You Breach It?

Look for the remedies clause. Does it specify damages? Does it allow injunctive relief (a court order to stop you)? Are there liquidated damages (a fixed penalty amount)? Unlimited or uncapped liability for NDA breaches is a serious red flag. Ideally, remedies should be proportional and reasonable.

6. Does It Include a Non-Compete?

Some NDAs sneak in non-compete or non-solicitation clauses. These can prevent you from working with competitors or contacting certain people for months or years. Read every clause carefully — an NDA should only cover confidentiality, not restrict your ability to earn a living.

7. Which Jurisdiction Governs?

The governing law clause determines which state or country's laws apply if there's a dispute. If you're a freelancer in California and the NDA is governed by the laws of a foreign country, enforcing your rights becomes much harder and more expensive. Push for your own jurisdiction or a neutral one.

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NDA Review Checklist: What to Check Before You Sign