Terms that deserve a second look
Start with the definition of confidential information, since a definition that covers everything said or shown, with no need for marking, can make ordinary business knowledge hard to use later. The usual exclusions for information that is public, already known, independently developed, or received from someone else should be present and workable. Check whether the agreement is mutual or one-way, how long the obligations last, and whether some information, such as trade secrets, stays protected for as long as it remains secret. Many NDAs carry extra obligations that have little to do with confidentiality, such as non-solicitation of employees, a standstill on buying shares, or an exclusivity promise. A residuals clause, an assignment of ideas or feedback, or a one-sided remedies provision can each shift the balance significantly.
Context changes the review
An NDA used in an acquisition, a supplier relationship, an investment pitch, or an employment relationship raises different concerns in each setting. In agreements with employees and contractors, federal trade secret law conditions some remedies against an individual on including a notice of whistleblower immunity, and confidentiality terms generally cannot stop someone from reporting possible violations to government agencies. New York also limits nondisclosure terms in settlements of discrimination and harassment claims, which affects agreements resolving those disputes. Before a review, gather the draft, any earlier agreements with the same party, a description of what you expect to share or receive, and the business purpose. Knowing who on the other side will actually see the information helps decide whether representatives and affiliates should be bound too.
What we return after reading
Our usual output is a marked draft with a short note on which changes matter and which are preferences, so you can decide how hard to push. We flag obligations that go beyond confidentiality, choice-of-law and forum clauses, and any provision letting the other side seek an injunction without posting security. If the other party will not negotiate its form, we explain the practical risk of signing as is, which is sometimes modest. Where information changed hands before the NDA was signed, we check whether the agreement covers that earlier exchange. A quick review is often enough, though an NDA tied to a larger transaction usually deserves more time.
