Should you actually sign this NDA?
Most NDAs are templated and unbalanced. Some are reasonable. A few are non-competes in disguise. Upload yours and find out which one this is — in 30 seconds.
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For informational purposes only · Not legal advice · Consult a qualified attorney for binding matters
Frequently asked
Is a "perpetual" NDA reasonable?+
Almost never. Reasonable NDAs have a defined term (typically 2–5 years) for general confidential information, with longer terms only for genuine trade secrets. A perpetual NDA covering all information you ever learn is overreaching and may not be enforceable.
What is "residual knowledge" and why does it matter?+
It’s the general knowledge and skills you absorb on a project — the muscle memory of how to do something. Reasonable NDAs include a "residuals clause" letting you use what’s in your head. NDAs without one effectively prevent you from working in the same field afterward.
Should every NDA have a whistleblower carve-out?+
Yes. The federal Defend Trade Secrets Act requires a notice that whistleblower disclosures to government or in court filings under seal are protected. Missing this carve-out can void portions of the NDA and limits your protection if you need to report misconduct.
What’s the difference between a one-way and mutual NDA?+
A one-way NDA only binds one party (usually you). Mutual NDAs bind both. If only you have obligations, you bear all the risk and have no recourse if the other party leaks your information. Always ask for mutual unless you’re receiving information from a true outsider.