NDA Review Checklist — Template

Run through these before reading the full agreement. If any are red flags, flag them immediately — don't wait for the full review.

Is it mutual or one-way? If one-way, are WE the one being restricted?
Term: How long does it last? Is the survival period reasonable (1-3 years typical)?
Definition of Confidential Information: Is it specific enough, or does it try to cover "everything"?
Exclusions: Are standard exclusions present? (public knowledge, independent development, prior knowledge)
Residuals clause: Can they use general knowledge gained? (Watch out — this can hollow out the NDA)
Non-solicitation / non-compete buried in the NDA? (These don't belong here — flag immediately)
Governing law and jurisdiction: Acceptable?

Clause	Status	Issue / Comment
Confidential Information definition	OK
Exclusions from confidentiality	OK
Permitted disclosures	OK	Court order, regulators, advisors?
Return / destruction of information	OK
Term and survival	Review
Remedies	OK	Injunctive relief clause?
Non-solicitation	N/A	Should not be in an NDA
Assignment	OK

Question	Answer
Can we sign as-is?	Yes / No / With changes
Red flags?	List any showstoppers
Required changes	Specific redlines needed before signing

Track specific language changes. Send this to the counterparty or mark up the document directly.

Section	Current Language	Proposed Language	Rationale

NDA Review Checklist Template