NDA red flags checklist
Use this checklist during first-pass NDA review. Pair with Attyflow's free NDA checker for instant triage.
High-risk patterns
- Universal scope: "any and all information" without business-purpose limitation
- No residuals: prohibits use of general knowledge retained in unaided memory
- Perpetual term: confidentiality survives beyond reasonable period for non-trade-secrets
- One-way injunctive relief: only receiving party bound to seek equitable remedies
- Missing destruction: no certification of return or deletion
Negotiation fallbacks
Propose mutual definitions, 3–5 year term for non-trade-secret information, standard residuals carveout, and reciprocal injunctive relief language. Run proposed fallback through the sandbox with position set to your client side.