Non-Disclosure Agreements (NDAs)

Why NDAs deserve more attention than they get

The NDA is usually the first legal document in any business relationship. A prospect wants a demo, a partner wants to see your roadmap, a vendor needs access to your systems, so someone sends over an NDA and it gets signed the same afternoon.

Most of the time, that’s fine. A standard mutual NDA between two companies exploring a deal is a low-risk document. But “usually fine” is exactly why NDAs get signed with minimal review, and it’s why the problems in them go unnoticed until they matter.

An NDA isn’t just about keeping secrets. It’s a binding contract, signed at the stage of a relationship when you know the least about the other party. And because NDAs are treated as paperwork, the other side’s lawyers know they can include terms that would never survive negotiation in a larger agreement.

What can be hiding in an NDA

Non-solicitation clauses

Some NDAs quietly prevent you from hiring the other party’s employees, sometimes for years after discussions end. If that party is a vendor, partner or competitor in your talent market, you may have just limited who you can recruit.

Non-compete and exclusivity provisions

Some NDAs restrict you from working with the other party’s competitors or from pursuing similar deals. A document you signed to take a sales call can end up restricting your pipeline.

Residuals clauses

This is one of the most overlooked terms in commercial NDAs. A residuals clause lets the other party freely use anything their people “retain in memory” from your confidential information. In practice, it can mean your pricing model, product strategy or technical approach is fair game, as long as nobody wrote it down.

Feedback and IP clauses

If you suggest improvements to their product during discussions, some NDAs give them ownership of those ideas. Your input becomes their intellectual property.

One-sided definitions

“Confidential Information” may be defined broadly for what they share and narrowly for what you share, or may only protect information that is marked confidential in writing, leaving everything you said on a call unprotected.

Where NDAs connect to the rest of the deal

An NDA rarely stands alone. It sets the terms for everything shared before the real agreement is signed, and those terms can carry forward in ways people don’t expect. What you disclose under a weak NDA can shape your negotiating position for the entire deal.

How we handle NDAs

NDA reviews should be fast. Our job is to confirm that it’s standard, and remove the handful of terms that aren’t. With fixed-cost pricing and committed turnaround times, there’s no reason to sign one blind.