NDA
AI NDA review in plain English
Non-disclosure agreements look standard until you read the fine print. Pinnacle scans every clause for scope creep, one-sided obligations, and missing carve-outs — so you know what you're agreeing to before you sign.
Analyze your nda free →Who should review a nda?
Sign an NDA before a job interview, investor meeting, vendor evaluation, or freelance kickoff? You should read it — even "standard" NDAs can restrict what you can say, build, or work on afterward. A quick review helps you understand the scope before you share anything sensitive.
Common red flags we catch
- ⚠Confidentiality scope that covers public information or your prior work
- ⚠Perpetual or multi-year obligations with no sunset date
- ⚠One-sided indemnification for breaches you didn't cause
- ⚠Broad definition of "confidential information" that includes your own ideas
Key clauses explained
Definition of confidential information
This is the heart of the NDA. Watch for definitions so broad they cover your existing knowledge, publicly available data, or information you develop independently. A reasonable NDA excludes information that is already public or known to you before disclosure.
Mutual vs. one-way obligations
One-way NDAs bind only the receiving party. If both sides share sensitive information, the obligations should be mutual. Asymmetric NDAs are common when only one party discloses — but make sure that matches the reality of your deal.
Term and survival period
Confidentiality obligations should have an end date — typically 2–5 years for business information, sometimes longer for trade secrets. Perpetual obligations without carve-outs are a red flag unless you're truly handling highly sensitive IP.
Permitted disclosures
Most NDAs allow disclosure when required by law, court order, or to professional advisors under similar confidentiality terms. Missing these carve-outs can put you in an impossible position if you're legally compelled to disclose.
What we review in your nda
- Mutual vs. one-sided confidentiality obligations
- Carve-outs for publicly known or independently developed information
- Term length and survival period after the agreement ends
- Return-or-destroy requirements for shared materials
Pre-sign checklist
- ✓Is the NDA mutual if both parties are sharing information?
- ✓Does the definition exclude public information and prior knowledge?
- ✓Is there a clear term limit on confidentiality obligations?
- ✓Are return-or-destroy requirements reasonable and time-bound?
- ✓Can you disclose to your lawyer or accountant under confidentiality?
Negotiation tip
Ask to narrow the definition of confidential information and add a clear term limit (e.g., 2–3 years) with standard exclusions for public data and prior knowledge.
Frequently asked questions
Should I sign an NDA before a job interview?
Many employers ask for NDAs before sharing product details or strategy. Read the scope — it should cover interview materials only, not your prior work or general industry knowledge. If it feels overly broad, ask for a narrower version before signing.
What's the difference between an NDA and a non-compete?
An NDA restricts how you use or share confidential information. A non-compete restricts where you can work after the relationship ends. They often appear together in employment contexts but serve different purposes.
Can an NDA prevent me from working in my field?
A well-drafted NDA shouldn't. It protects specific confidential information — not your general skills or experience. If the language effectively blocks you from using your expertise, that's closer to a non-compete and worth pushing back on.
Related guides
Other contract types
Not legal advice. Read our disclaimer.