AI NDA Review — Check Your NDA Before Signing

1. Mutual vs. One-Sided

Is confidentiality protected for both parties or strictly one-way?

2. Definition of Confidential Info

Is information clearly defined, or does it cover all oral and written chatter indefinitely?

3. Duration of Confidentiality

Business NDAs often specify confidentiality terms of 2 to 5 years, though appropriate duration depends on the contract and applicable law.

4. Permitted Disclosures

Can you disclose information to your legal, financial, and tax advisors?

5. Standard Exclusions

Information already public, previously known, or independently developed must be excluded.

6. Return or Destruction of Data

Does the clause require destroying electronic backups, which may be technically impossible?

7. Residual Knowledge Clause

Protects ideas retained in human memory from triggering accidental breach claims.

8. Hidden Non-Compete Clauses

Watch for sneaky clauses that prevent you from working in the same industry after discussions end.

9. Non-Solicitation of Staff

Checks restrictions on hiring or reaching out to employees after exploratory calls.

"Recipient agrees that during the term of evaluation and for a period of two (2) years thereafter, Recipient shall not engage in any commercial activity, product development, or consulting that competes directly or indirectly with Disclosing Party's core business."