Legal

NDA Analysis Template

Structured template for reviewing non-disclosure agreements — identify scope, duration, carve-outs, and enforceability issues.

Confidential Information Definition

Confirm the definition covers all intended information typesCheck for overly broad or vague language that could cause disputesVerify whether oral disclosures are included and marking requirements

Scope & Permitted Use

Confirm the permitted purpose for using confidential informationCheck whether affiliates, subsidiaries, or advisors are coveredReview the standard of care (reasonable efforts vs. same care as own)

Exclusions

Verify standard exclusions: public domain, prior knowledge, independent developmentCheck for compelled disclosure carve-out (subpoenas, court orders)Confirm reverse-engineering exclusion if relevant to your industry

Duration & Survival

Identify the term of the agreement and renewal provisionsVerify the survival period for confidentiality obligations after terminationCheck whether trade secrets receive indefinite protection

Remedies & Enforcement

Confirm injunctive relief is available for breachReview indemnification obligations for unauthorized disclosureCheck governing law and jurisdiction for enforceabilityVerify return-or-destroy obligations upon termination

Mutual vs. One-Way

Determine if protections are mutual or favor one partyReview whether residuals clauses allow retained use of general knowledge

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