NDA Clause Checklist

// Review each section: Definition | Exclusions | Obligations | Term | Remedies | Red Flags

// DEFINITION OF CONFIDENTIAL INFORMATION
□ Is definition specific (categories listed) or broad (everything)?
□ Is it limited to the purpose of the relationship?
□ Does it require information to be marked "Confidential"?

// STANDARD EXCLUSIONS — All 5 should be present:
□ 1. Public domain information (not through your fault)
□ 2. Prior knowledge (you knew it before signing)
□ 3. Independent development (you developed it without using their info)
□ 4. Third-party disclosure (received from a party without obligations)
□ 5. Legal compulsion (required by law/court order, with notice)

// OBLIGATIONS
□ Standard of care is "reasonable" (not "absolute security")
□ Use restricted to stated purpose
□ Access limited to need-to-know personnel

// TERM & SURVIVAL
□ Term is fixed (2-5 years) — not perpetual
□ Trade secret survival period is defined
□ Post-term obligations are clear and reasonable

// RETURN/DESTRUCTION
□ Process for returning or destroying materials on termination
□ Digital materials addressed

// REMEDIES
□ Injunctive relief is standard — acceptable
□ Liquidated damages: check amounts for reasonableness
□ Indemnification is mutual (not one-sided)

// RED FLAGS — Do not sign if any present without negotiation:
□ Hidden non-compete or non-solicitation clause
□ Blanket IP assignment clause
□ Unilateral amendment rights (they can change terms without your consent)
□ Missing all standard exclusions
□ Perpetual, unlimited obligations