NDAs: What They Protect, What They Hide, and When to Push Back

By Eugene Bondar, Esq.

The NDA has become a handshake: sign it so the real conversation can start. That casualness is exactly why it’s worth two minutes of suspicion — because “standard NDA” is where non-standard obligations go to hide.

What an NDA should do

Define what’s confidential, limit how it can be used, and say when the obligations end. A clean mutual NDA for exploratory talks can genuinely be a one-page document.

What to look for before you sign

One-way obligations. If only your information flows, fine. If you’ll both share, the agreement should be mutual.

Embedded non-solicits and non-competes. Restrictions on hiring, customers, or competing have no business in a confidentiality agreement — and courts in New York and New Jersey are increasingly skeptical of restrictive covenants generally. Push back.

IP assignment language. “All ideas disclosed in discussions become the property of…” can quietly transfer rights to concepts you brought into the room.

No residuals or knowledge carve-out. You cannot unlearn what you learn. Without standard carve-outs (information already known, independently developed, or publicly available), an NDA can theoretically taint your future work.

Perpetual terms. Confidentiality for trade secrets can reasonably run long; a blanket forever obligation on all “business information” is overreach.

The asymmetry problem

The party that drafted the NDA knows what’s in it. A quick flat-fee review evens the table — and costs less than one hour of the dispute you’d otherwise risk. Send it over before you sign; the consultation is free.

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