UK · EU · US · InternationalFive mistakes that make an NDA worthless
Short answer: most NDAs are copied, signed and never read again, and the ones that fail do so for the same five reasons. Ours are drafted or reviewed from £245, fixed in writing.
1. Confidential information is not defined
If everything is confidential, nothing is. A definition that catches every email makes enforcement impractical and can make the whole clause unreasonable. Define the categories that actually matter.
2. No term, or a term that never ends
Perpetual obligations on ordinary commercial information are hard to justify and easy to attack. Two to five years is normal, longer for genuine trade secrets, and the distinction should be drafted rather than assumed.
3. Mutual when it should be one way
If only you are disclosing, a mutual NDA hands the other side rights over information they never gave you, and it makes the obligations symmetrical when the risk is not.
4. No carve outs
Information already public, already known, independently developed, or required to be disclosed by law or regulator should be carved out. Without carve outs the agreement asks for the impossible, which weakens the parts that matter.
5. No remedy that works
Damages for breach of confidence are notoriously hard to quantify. A clause acknowledging that injunctive relief is appropriate, plus a clear governing law and jurisdiction, is what makes the document useful on the day you need it.
Common questions
Are NDAs actually enforceable?
Yes, where the obligations are reasonable, defined and time limited. Courts are reluctant to enforce agreements that are impossibly wide.
Do I need one before every conversation?
No. Use one before disclosing something that would genuinely damage you if it leaked. Overuse makes counterparties defensive and slows deals.
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