NDA Review Tool

Free NDA Review: Risk Score in Under 60 Seconds

Upload any non-disclosure agreement. Get a risk score from 1 to 10, every clause-level red flag quoted in plain English, and a specific recommendation for each issue. No credit card, no account, no email required for your first analysis.

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3 free analyses · no credit card · results in under a minute · PDF, Word, or photo

Real NDAs analyzed

Red flag patterns checked

<60s

Average analysis time

94%

High-severity catch rate

What Clausely checks in every NDA

Clausely runs a 47-pattern red flag checklist on every contract it reviews. For NDAs specifically, these are the seven issues that matter most and that our analysis catches the most often on real user documents.

Indefinite confidentiality term

The clause binds you forever with no sunset. Fair NDAs cap the obligation at 2 to 5 years for non-trade-secret information.

Overbroad definition of confidential information

The definition covers 'any information disclosed in any form' with no carve-outs for publicly known or independently developed material. This makes almost anything technically a breach.

One-sided (unilateral) obligations

Only you are bound to confidentiality. The other party can say whatever they want about your ideas. Mutual NDAs are the fair default.

Non-solicit hidden inside the NDA

Many NDAs include restrictive covenants preventing you from hiring or working with the other party's employees, customers, or contractors. These are often unenforceable but can intimidate you into compliance.

Unilateral indemnification

You agree to cover their legal costs if a third party sues either of you, but they do not agree to cover yours. This shifts risk entirely to one side.

Forum selection out of state

The NDA requires any dispute to be litigated in a specific state, usually Delaware or the other party's home state. Even winning becomes expensive if you have to travel.

Broad injunctive relief language

The clause lets the other party get a court order to stop you from any activity they consider a breach, without having to prove actual damages first. Fair NDAs require a showing of irreparable harm.

Sample NDA analysis

Here is what the output looks like on a real 2-page mutual NDA, anonymized. This is the same format you will see on your own upload.

7/10

Risk Score

Mutual NDA (2 pages)

This NDA has a standard structure but includes three high-severity issues: indefinite confidentiality term, overbroad definition of confidential information, and a non-solicit clause hidden in section 8. Recommended fixes are straightforward and the counterparty is likely to accept them.

HIGHIndefinite confidentiality term

“Recipient shall maintain the confidentiality of all Confidential Information in perpetuity.”

No sunset on the confidentiality obligation means you are bound forever. Standard practice for non-trade-secret information is 3 to 5 years after termination.

Suggested fix: Add: 'except that the obligation shall expire 3 years after termination of this Agreement for information that does not constitute a trade secret.'

HIGHOverbroad definition of 'Confidential Information'

“'Confidential Information' means any and all information disclosed by either party to the other in any form or medium.”

With no carve-outs, this includes publicly known information, information you already had, and independently developed material. Fair NDAs exclude these categories explicitly.

Suggested fix: Add standard carve-outs for (1) publicly known information, (2) information already in the receiving party's possession, (3) independently developed information, and (4) information required to be disclosed by law.

HIGHNon-solicit clause hidden in section 8

“For a period of 24 months, neither party shall solicit for employment any employee or contractor of the other party.”

A 24-month non-solicit is aggressive and often unenforceable. This type of clause does not belong in an NDA and is frequently added as negotiation leverage.

Suggested fix: Delete section 8 entirely or limit the restriction to 12 months and to employees with whom the receiving party had direct contact during the engagement.