Acknowledge Receipt (Don't Agree to Anything)
Send a brief, professional response confirming you received the NDA. This buys you time without creating any obligations.
Sample Response
"Thank you for sending over the NDA. I'll review it and get back to you within [X business days]. Please let me know if you have any timeline concerns."
- Do: Confirm receipt promptly to show professionalism
- Do: Set a reasonable review timeline (3-5 business days is standard)
- Don't: Say "looks good" or anything that implies agreement
- Don't: Sign immediately, even if they pressure you
Identify the Type of NDA
Understanding what type of NDA you're dealing with helps you know what to look for and how much leverage you have.
One-Way (Unilateral)
Only you have confidentiality obligations. Common when receiving information from a company. Watch for one-sided terms.
Mutual (Bilateral)
Both parties share and protect information. More balanced by nature. Push back if terms aren't truly mutual.
Employment NDA
Part of job offer or employment. Often bundled with other agreements. Check for hidden non-competes or IP assignments.
Business Discussion NDA
For partnership or M&A talks. Usually time-limited. Make sure scope matches the actual discussion purpose.
Read the Entire Document
Don't skip or skim. NDAs often bury problematic clauses in the middle. Use our structured approach.
- Definitions Section: What counts as "Confidential Information"? Too broad = more risk for you.
- Obligations Section: What exactly must you do? What's prohibited?
- Term/Duration: How long does this last? Anything over 3 years is unusual. Perpetual is a red flag.
- Exceptions/Carve-outs: What information is NOT covered? Look for standard exceptions.
- Remedies: What happens if you breach? Look for unlimited liability or liquidated damages.
- Governing Law/Venue: Where would disputes be resolved? Somewhere far away is a problem.
Watch for Hidden Terms
Some NDAs hide non-compete clauses, IP assignments, or non-solicitation agreements within the text. These are NOT standard NDA terms.
Assess the Risk Level
Based on your review, determine if this NDA is acceptable, needs negotiation, or should be rejected.
Green Light
Standard terms, reasonable duration (1-3 years), mutual obligations if mutual NDA, clear scope, standard exceptions.
Yellow - Negotiate
Some concerning terms but fixable. Slightly long duration, overly broad definitions, or one-sided indemnification.
Red - Major Concerns
Perpetual term, hidden non-compete, no standard exceptions, unlimited liability, or they can share your info freely.
Walk Away
Multiple red flags, refusal to negotiate, or the other party is behaving unprofessionally. Sometimes no deal is the best deal.
Respond Appropriately
Based on your assessment, take the right action: sign, negotiate, counter-propose, or decline.
- If acceptable: Sign and return. Keep a copy for your records.
- If needs changes: Send a redline or list of requested changes with explanations.
- If one-sided: Counter-propose a mutual NDA or your own template.
- If unacceptable: Decline professionally and explain your concerns (optional).
Pro Tip
Keep all communications professional. Even if you're declining, you may work with these people in the future. Don't burn bridges.
Quick Reference: What You Should Know
Standard Duration
1-3 years for general business discussions. 5 years for trade secrets. Perpetual/indefinite is a red flag.
Standard Exceptions
Public information, independent development, prior knowledge, legally required disclosure. All should be included.
Mutual Obligations
If you're both sharing info, both parties should have equal obligations. One-sided mutual NDAs are a red flag.
Reasonable Remedies
Injunctive relief is normal. Unlimited liability, liquidated damages, or attorney's fees only for you are concerning.
Need Professional Review?
Get an attorney to review your specific NDA and provide personalized recommendations.
Request Attorney Review ($150+)