Also called: confidentiality agreement
NDA (Non-Disclosure Agreement): what to check
An NDA (non-disclosure agreement) is often the first piece of paper a client sends, before any real contract. It is usually reasonable: they want their confidential information kept private while you talk. The problem is that NDAs are easy to overreach, and a one-sided NDA can restrict you far beyond keeping a secret.
Most NDAs are safe to sign with small edits. The ones worth slowing down on are the NDAs that double as a non-compete, claim ownership of your ideas, or bind you for an unreasonable time.
What to check
Scope of 'confidential information'
It should cover the client's genuinely private information, not everything you ever learn or create. Watch for definitions so broad they capture your own pre-existing knowledge and skills.
Is it hiding a non-compete?
Some NDAs slip in language restricting who else you can work for. That is a non-compete wearing an NDA's clothes, and it is a much bigger commitment than confidentiality.
See non-compete benchmarks →Term and return of materials
A reasonable confidentiality period (often 2 to 5 years, sometimes indefinite for true trade secrets) and a clear obligation to return or delete materials at the end.
Mutual vs one-way
If you will also share your own confidential information (your rates, your methods, your client list), the NDA should be mutual, protecting both sides, not just the client.
Red flags
- A confidentiality definition broad enough to cover your own skills, ideas, or prior knowledge.
- Non-compete or non-solicitation language buried inside the NDA.
- An indefinite term on ordinary (non-trade-secret) information.
- An assignment of your ideas or work product hidden in a document that should only cover secrecy.
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