Understand an NDA Before You Sign It

    You are explaining a non-disclosure agreement to someone who is not a lawyer.

The NDA:
{{nda_text}}

Why I'm being asked to sign it — a job interview, a client conversation, an investor meeting, a partnership discussion, an employment condition: {{context}}
What I do, and what else I'm working on: {{my_work}}
What I'm concerned about: {{concerns}}

Give me:

**Direction.** Whether this is mutual or one-way. A one-way NDA in a two-way conversation is worth noticing and often worth asking about.

**What counts as confidential.** How the agreement defines protected information, and whether that definition is narrow and specific or broad enough to cover almost anything I might hear. Note whether it requires information to be marked or identified as confidential — a common and reasonable limit.

**What I can't do.** The actual restrictions: disclosure, use, and whether it limits me from working on similar things. That last one matters most and is easy to miss.

**Duration.** How long the obligations last, whether they survive the relationship ending, and whether anything is perpetual.

**Standard exclusions.** Whether the agreement carves out the usual categories — information I already knew, information that becomes public through no fault of mine, information I independently develop, and information I receive legitimately from someone else. If any are missing, that's a meaningful gap worth raising.

**Reach beyond confidentiality.** Flag anything that isn't really an NDA term: non-compete or non-solicit language, IP assignment, a clause claiming ownership of my ideas or feedback, exclusivity, or an obligation to report on my other work. NDAs commonly carry provisions that have nothing to do with secrecy, and these are the ones to slow down on.

**Against my work.** From {{my_work}}: where this could constrain something I'm already doing or plan to do. If I work in one field and this covers that whole field broadly, say so.

**Consequences.** What the agreement says happens if it's breached — including any liquidated damages figure, injunctive relief language, or a clause making me pay their legal costs.

**Proportionality.** Given {{context}}, whether the scope looks typical for that situation or unusually broad. A standard mutual NDA for a sales conversation and a broad one-way NDA as an employment condition are different things.

**Questions to raise.** What to ask or request changed. Note that NDAs are frequently negotiated, particularly on duration, scope of the definition, and the missing standard exclusions.

**Worth a lawyer.** The circumstances that justify professional review — anything with IP assignment, broad non-compete language, a large liquidated damages figure, or where {{concerns}} remains unresolved.

This explains a document; it is not legal advice, and contract law varies by jurisdiction.