NDA Clause Library

The foundation of your NDA. Defines exactly what information is protected and what isn't.

What doesn't count as confidential. Critical for avoiding overreach and ensuring enforceability.

When disclosure is allowed, including legal requirements, court orders, and whistleblower protections.

Whether confidential info must be marked or labeled. A battleground clause that affects ease of compliance.

What happens to confidential materials when the NDA ends. Return, destroy, or certify destruction.

Prevents parties from bypassing each other to work directly with introduced contacts. Often overreaching.

Restricts hiring or soliciting the other party's employees. Can be enforceable or void depending on jurisdiction.

Allows use of general knowledge retained in unaided memory. A major loophole or reasonable flexibility.

Restricts how confidential information can be used. Narrow purpose = more protection, broad = more flexibility.

How carefully must confidential info be protected? Reasonable care vs. best efforts vs. same as own.

How long the NDA lasts. Perpetual NDAs are disfavored; 2-5 years is typical for business information.

How long confidentiality obligations continue after the NDA terminates. Critical for trade secrets.

Pre-agrees that breaches cause irreparable harm, entitling the injured party to seek injunctions without posting bond.

Who pays if a third party sues over disclosed information. Can shift significant liability between parties.

Caps the maximum damages for breach. Often excludes confidentiality breaches from the cap.

Which state or country's laws apply. Critical because NDA enforceability varies significantly by jurisdiction.

How disputes are resolved: court, arbitration, or mediation. Affects cost, speed, and privacy of resolution.

Can the NDA be transferred to another party? Important in M&A situations and business sales.

States this is the complete agreement, superseding prior discussions. Prevents reliance on verbal promises.

If one clause is invalid, the rest survives. Essential protection against overly aggressive provisions.