NDAs are signed routinely and read carefully rarely, which is precisely why so many turn out to be either too weak to protect anything or too broad to be enforced as drafted.
What confidential information should be defined as
A vague reference to “confidential information” without a working definition invites disputes about what was actually covered. The definition should specify the categories of information genuinely being protected, and how information becomes designated as confidential in practice.
Standard exclusions
- Information already public through no fault of the receiving party
- Information already known to the receiving party before disclosure
- Information independently developed without reference to the disclosed material
- Information required to be disclosed by law or court order
Duration and scope
An NDA with no time limit, or one that is unreasonably broad in scope, risks being read down or challenged. A defined term appropriate to the nature of the information being protected is more likely to be enforced as written.
What to do next
Identify precisely what information you actually need to protect before drafting or signing, since that determines whether the agreement will function as intended.