What is a Non-Disclosure Agreement (NDA) Review?
A Non-Disclosure Agreement (NDA) is a legal contract that prevents parties from sharing confidential or sensitive information. It has various purposes, such as protecting a company’s trade secrets and private data.
It’s common for an NDA to be required in several situations, such as when a company hires new employees or starts a project with a vendor.
If you’ve got an NDA but you would like to review it, you might wonder what you should be looking for to ensure that it protects your rights and minimizes your risks.
Read the rest of this article to explore NDAs in greater detail, such as their key terms, how to review them, and when to hire a lawyer for assistance.
What are Key Terms in an NDA?
An NDA usually contains some key terms, such as the following:
- Confidential information. How the confidential information is defined needs to be included in the contract. This includes what information must be protected, such as the company’s data, client lists, and intellectual property (IP).
- Obligations. The receiving party will have to follow rules for how they can use the confidential information during the working relationship, such as by only using it as authorized by the company.
- Exclusions. There could be some confidential information that’s not included under the agreement, such as anything that’s already public knowledge.
- Term. The contract must specify how long the NDA will be in effect and how long the parties need to keep the information confidential after the contract is terminated.
- Return of materials. In many NDAs, the receiving party will have to return (or destroy) the confidential information when the contract is terminated or when requested by the other party.
- Breach remedies. The contract needs to define what consequences will occur should its terms be violated, such as paying damages.
What are Some Tips for Reviewing an NDA?
You should always review an NDA before agreeing to its terms. Here are some tips for a thorough NDA review.
Consider Inclusions and Exclusions
You should check what the contract says about information that needs to remain confidential and information that doesn’t have to be guarded. It’s important to have clarity on both so that you don’t accidentally reveal sensitive information.
Look at the Contract Duration
The contract needs to specify how long it will be in effect. An NDA that requires the receiving party to protect sensitive information for many years can cause problems, such as by putting one at personal risk.
Check Usage
It’s common for parties to negotiate the usage terms in an NDA because there could be a lack of clarity over what uses are allowed and which ones are restricted. The receiving party might also advocate for more usage that is aligned with their requirements.
Think About Disclosure
The NDA should include a disclosure clause that provides information about how third parties can be included in the contract. Requirements for this, such as that the third party also needs to sign an NDA, need to be explained.
Negotiate with the Other Party
If you’re unhappy with some terms in the NDA, you should discuss them with the other party. This requires open discussions and flexibility to compromise for a win-win situation.
Here are some tips to consider prior to negotiations:
- Focus on your must-haves. This includes flagging any term in the contract that could affect your future career opportunities.
- Research NDAs. Take your time to research NDAs drafted for similar job roles so that you can get an idea of what’s typically included in them. You could also consult with a lawyer to find out what common clauses are included so you can see how yours compares.
- Provide small concessions. You should be ready to compromise so that you don’t make the other party feel like you’re not willing to settle on a win-win scenario. For example, if they agree to something you’ve requested, such as a shorter contract duration, you could offer a small concession, such as returning materials at a faster rate.
Get a Legal Review of Your NDA
Before signing an NDA, you should consider getting it reviewed by a professional lawyer. This will give you peace of mind that it’s been scrutinized to prioritize your interests and reduce your risks.
Here are some ways in which a lawyer can help you with an NDA review.
- A lawyer can help you identify risks in the contract that are easy to miss without a legal background, such as vague language that could be a liability for you at a later stage.
- They’ll translate legal jargon so that the contract isn’t complex but in plain language that everyone will understand.
- They’ll consider if the NDA’s terms are too strict or harsh, compared to similar contracts.
- They’ll check for any clauses that could restrict your future business opportunities or career advancement.
- They’ll see if they can reduce your liability, such as by flagging clauses about penalties.
- They’ll make edits to your NDA if required and can negotiate it with the other party on your behalf. Or, they’ll help you formulate your negotiation strategy, such as by focusing on what’s worth pursuing during NDA discussions.
Where Can You Find a Lawyer for an NDA Review?
If you want to get an NDA review, you should consult with a lawyer. Finding one can sometimes be challenging, which is why online legal marketplaces make this a more convenient process.
On ContractsCounsel, one of the biggest online legal marketplaces where clients can connect with qualified lawyers, you can post a request for a legal review of your NDA contract.
To start the NDA contract review process, follow these steps:
- Visit the ContractsCounsel marketplace.
- Select “One-time project” and “Review contract.”
- Post your project (it’s free).
- Specify some details about what you require so lawyers know how to help you.
- Receive multiple bids from lawyers on the platform.
- You can review the lawyers’ profiles based on criteria such as their location, credentials, years of experience, and client ratings for previous projects completed on the platform.
- Select a lawyer to work with. You can arrange a call through the platform and make secure payments when hiring a lawyer.
