One-way vs mutual
A one-way NDA protects only the person sharing information. A mutual NDA protects both sides. If you are sharing roadmaps or pricing while the other party shares data, mutual is usually fair.
What counts as confidential
The definition should be clear but not so wide that normal business knowledge is locked up forever. Marked documents, oral disclosures confirmed in writing, and public information are standard exclusions.
How long it lasts
Duties often run for one to three years after the NDA ends. Trade secrets can stay protected longer. General business gossip should not.
Who can see the information
Check that employees, advisors, and subcontractors can access data on a need-to-know basis. There should be an exception if a court orders disclosure, with notice where possible.
General information only. Not legal advice.
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