Most people sign an NDA without reading past the second paragraph, treating it as boilerplate. Five clauses in particular are worth slowing down for.
1. The Definition of Confidential Information
This clause sets the boundaries of everything else in the agreement, and it's frequently drafted far too broadly — sometimes covering "any information disclosed," with no distinction between genuine trade secrets and general industry knowledge you already had. An overly broad definition can make it unclear whether skills and knowledge you build on the job are yours to use in your next role. Look for a definition that's specific, and reasonable exclusions for information that was already public or already known to you.
2. How Long the Obligations Last
Some NDAs specify a defined term — commonly one to five years. Others state the obligation continues "indefinitely" or "in perpetuity." An indefinite term isn't automatically unreasonable for genuine trade secrets, but it's worth understanding exactly what you're agreeing to, particularly if the definition of confidential information in clause one is broad.
"The clauses that cause the most regret aren't the dramatic ones — they're the quiet, indefinite obligations nobody negotiates because the agreement seemed routine at the time."
— James Okafor, Associate, Employment Law
3. Non-Compete or Non-Solicit Clauses in Disguise
Some agreements labelled "NDA" quietly include restrictions on working for a competitor or soliciting former clients or colleagues — provisions that function like a non-compete without being named as one. These are subject to much stricter legal limits than confidentiality obligations, and enforceability varies significantly by jurisdiction and role. If you spot language restricting future employment rather than protecting information, it's worth a second look before signing.
4. Carve-Outs for Whistleblowing and Public Domain Information
A well-drafted NDA should explicitly preserve your right to report illegal conduct to a regulator or law enforcement, and to discuss matters that are legally protected regardless of confidentiality terms. It should also exclude information that's already publicly available, or that you can show you knew before signing. The absence of these carve-outs isn't always a dealbreaker, since some protections exist by law regardless of contract language — but their presence in writing avoids ambiguity later.
A Practical Test
Read the agreement and ask: could this reasonably stop me from doing my next job, mentioning my own work experience, or reporting something illegal? If the answer is unclear, that's exactly the kind of ambiguity worth clarifying before you sign, not after.
5. Remedies and Liquidated Damages
Some NDAs specify a fixed dollar or pound amount payable for any breach, regardless of the actual harm caused — known as a liquidated damages clause. These can be enforceable, but a figure disproportionate to any plausible harm may be challengeable. It's worth understanding what a breach could actually cost you before agreeing to a specific number.
Before You Sign
Most NDAs are fair, standard, and worth signing without much friction. But because the agreement is almost always drafted by the other side, a quick review — particularly for anything indefinite, broad, or restricting future employment — is a reasonable and common request, not an adversarial one.
If you've been asked to sign an NDA with terms that feel unclear or unusually broad, a short review by an employment attorney can clarify exactly what you're agreeing to.