Non-Disclosure Agreement (NDA)

Common pitfalls

• 1.Definition of confidential information is too narrow — only oral disclosures, or only explicitly marked documents.
• 2.Duration is unrealistic — perpetual NDAs are common but many courts will only enforce them for a reasonable period.
• 3.Permitted-disclosure list is missing — employees, advisers, and legal/regulatory disclosures usually need explicit carve-outs.
• 4.Return or destruction obligation is vague — what happens to data at the end of the relationship should be concrete.
• 5.Remedies clause overreaches — a liquidated-damages number unrelated to actual harm is often unenforceable.

Frequently asked questions

What is the difference between an NDA and a confidentiality clause?

An NDA is a standalone contract; a confidentiality clause is a section inside a larger agreement (such as an employment contract or master services agreement). The underlying legal concept is the same — the difference is document structure.

How long does an NDA typically last?

Most commercial NDAs run 2 to 5 years for general business information. Trade secrets are often protected for as long as they remain secret. Perpetual durations are common in drafts but many courts will not enforce them indefinitely.

Do I need a lawyer to sign an NDA?

For a standard business NDA, many professionals sign without legal review. For high-stakes matters — M&A, strategic partnerships, trade-secret disclosures — a lawyer’s review is advisable. Attorly can flag unusual clauses in under 60 seconds regardless.