Should I Sign This NDA? What's Standard and What's Overreach

A reasonable NDA does one job: it protects specific confidential information, for a limited time, shared for a specific purpose. Expect a definition of confidential information, standard exclusions (things already public, things you already knew, things you learn independently), a duration of 2 to 5 years, and obligations that end with the agreement.

• Definition: "all information disclosed" with no limits is overbroad; good NDAs describe categories of genuinely confidential material
• Duration: 2 to 5 years is standard for business information; "in perpetuity" is only defensible for true trade secrets
• Scope of restriction: keeping secrets is the job of an NDA; not working in the industry is a non-compete smuggled into one
• Exclusions: missing the standard carve-outs (public knowledge, prior knowledge, independent development) is a real drafting red flag
• Mutual or one-way: if both sides share secrets, the NDA should bind both sides

Watch for clauses that assign them ownership of ideas you share, non-solicitation or non-compete terms hiding inside a "confidentiality" agreement, liquidated damages with absurd fixed penalties, and obligations that survive forever with no trade-secret justification. None of these are about confidentiality; they are extra deals attached to the word NDA.

Also check what happens to the NDA if the deal does not proceed: you want your obligations tied to what was actually disclosed, not to an open-ended relationship.

Ask for the change; NDAs get redlined all the time. "Can we set duration to three years?" and "can we strike the non-solicit?" are normal requests, and the reaction tells you a lot. For interviews and small gigs where the NDA is take-it-or-leave-it, at least know what you are agreeing to before you take it.