Stop signing NDAs that are almost the same as yours.
NDAs look routine, so they are signed with the least attention. Small differences in definitions, term or exclusions can still decide what you are allowed to use and for how long. Clauselytics compares the counterparty's NDA with your standard and shows exactly where it departs from it.
What to compare in an NDA
These are the areas where drafts most often differ from a buyer's standard. A gap report checks them against your benchmark, clause by clause.
Mutual or one-way
A one-way NDA presented as routine may protect only the other side's information.
Definition of confidential information
Very broad definitions, or marking requirements you are unlikely to meet, change what is actually protected.
Term and survival
Check how long obligations last after the agreement ends and whether trade secrets are treated differently.
Exclusions
Standard exclusions such as independently developed information are sometimes narrowed or left out.
Residuals and non-solicitation
Residuals clauses and non-solicit terms are easy to miss and can matter more than the confidentiality terms themselves.
Return, destruction and remedies
Look at what must happen to information at the end, and whether injunctive relief or other remedies are included.
Benchmarks that work well
Compare against whatever reflects the terms you'd accept.
- Your company's standard NDA
- An NDA you previously agreed with a similar counterparty
- An industry best-practice NDA standard
Get your next NDA reviewed.
See exactly what you'd be signing away, before you sign it.