NDA clause glossary

A residuals clause lets recipients retain and use general ideas, skills, and know-how learned from confidential information — even after the NDA ends. Often buried and high-risk for founders and freelancers.

Governing law and jurisdiction clauses decide which country's courts interpret the NDA and where disputes are heard. One-sided choices can massively increase your legal cost and risk.

Survival provisions define how long confidentiality and other NDA obligations continue after the agreement ends. Perpetual or overly long survival periods are a common red flag.

Return and destruction clauses require parties to give back or delete confidential materials when an NDA ends. Overly broad scope, impossible timelines, and missing backup carve-outs are common red flags.

Injunctive relief clauses let parties seek court orders to stop breaches before full litigation. In NDAs they often favour the disclosing party and can escalate dispute cost.

The definition of confidential information sets the scope of everything you must protect. Broad definitions are the most common source of accidental NDA breach risk.

Indemnification clauses shift liability for breaches and third-party claims. One-sided, uncapped indemnity in NDAs is a common high-risk pattern for freelancers and startups.

Non-solicit provisions restrict hiring or soliciting employees and customers. When buried in NDAs, they function as disguised non-compete restraints.

Liquidated damages clauses pre-set financial penalties for breach. In NDAs they can create disproportionate exposure relative to the deal size.