What to Look for in an NDA Before You Sign
Check who is bound, what counts as confidential, how long the duty lasts and what is left out. A short mutual NDA with an end date is routine. A one-way NDA with no end date and no exceptions is worth asking to change.
Is it normal to be asked to sign an NDA?
Yes. Companies ask for NDAs before interviews for sensitive roles, before pilot projects and partner talks, and before freelance work. The NDA itself is rarely the problem. Trouble starts when a "simple NDA" also stops you from working for others, claims your ideas, or never ends.
1. Who is bound?
Bad"Recipient shall keep all Confidential Information secret."
Better"Each party shall protect the other party's Confidential Information."
Many templates name only you as the Recipient, so only you make a promise. If both sides will share information, ask for a mutual NDA.
2. What counts as confidential?
Bad"All information disclosed in any form, whether or not marked."
Better"Information marked confidential, or that a reasonable person would understand to be confidential."
The first version covers everything you hear, including things that are already public. A definition with an edge is easier to follow, and easier to show you followed.
3. Are the usual exceptions there?
A balanced NDA leaves out information that is already public, that you knew before, that you built on your own, or that you got from someone who was free to share it. If the list is missing, ask for it. Without it, even public facts can fall under the duty.
4. How long does the duty last?
Bad"These obligations continue in perpetuity."
Better"These obligations end [number] years after the date of disclosure."
Ask for an end date. What is reasonable depends on what you will be shown: a real trade secret is sometimes protected for longer than ordinary business information, so judge the term against what the other side will actually share.
5. What may you use the information for?
Example"Recipient may use Confidential Information solely to evaluate a possible working relationship."
A purpose clause like this says what use is allowed. Without one, the wording can read as if you may not use what you learn at all, not even to decide whether to take the job.
6. Is another deal hidden inside?
A non-compete, a non-solicit, an IP assignment or an exclusivity promise does not belong in a plain NDA. If you find one, read it as a separate deal and decide on it separately. A line saying you may not do anything "similar" for anyone else works like a non-compete; see Should I sign a non-compete?.
7. What happens if there is a breach?
Look for a fixed penalty sum, "Recipient pays all legal fees", and disputes heard in a court far from where you live. Ask about these first, because they decide how much one mistake would cost you.
Before a job interview or for a freelance client
Candidates are often asked to sign before they know what the interview will cover. It is fair to ask what exactly they plan to share. If a first conversation ties you for years, ask why.
Freelancers should check that the NDA does not reach into work for other clients. Who owns the work you deliver is a separate question, covered in Work for hire and IP assignment.
When should I ask a lawyer?
Get a review if the NDA has a large penalty, a very long term or a non-compete inside it, or if you are the one sharing something valuable, such as your own product idea. For a short mutual NDA with the usual exceptions, a careful read is often enough. How much does a lawyer charge to review a contract? explains how lawyers price this kind of job.
Can an app read an NDA for me?
It can give you a first read. SignArmor is an iPhone and iPad app with a web app too, and NDAs are one of the 14 contract types it recognizes. In the iPhone and iPad app you open a PDF, a DOCX file or an image file of the contract from Files; the web app takes PDF and TXT files. In about a minute you get a Safety Score from 0 to 100, a summary and a plain-English list of clauses worth a second look, such as one-sided obligations or penalty terms.
SignArmor is not a lawyer and does not give legal advice. It cannot tell you whether an NDA would hold up where you live. The file itself is not uploaded: SignArmor extracts the text on your device and masks phone numbers, email addresses, account numbers, IDs, names and addresses before the text goes to the AI provider. Your first analysis is free and short (the score, the summary and the top red flag). If you buy later, the same report opens in full without a new analysis.
FAQ
Is a vague NDA enforceable?
It depends on where you live and what the clause says. Vague terms can be harder to rely on, but do not treat vagueness as a way out. Ask for the wording to be fixed before you sign.
Should I sign an NDA before a job interview?
Being asked is common. Check the same points as for any NDA and ask what you will be shown. If the NDA ties you for years for a first conversation, ask about the term.
What is the difference between a mutual and a one-way NDA?
In a mutual NDA both sides promise to protect each other's information. In a one-way NDA only the side receiving information makes that promise. A mutual NDA fits when both sides will share something.
Can I sign an NDA without a lawyer?
Many people do for short, standard NDAs. Get help when the NDA has a penalty sum, a long term or a non-compete inside it, or when it covers something valuable that you are sharing.