Check an NDA online — AI review in minutes
Most non-disclosure agreements are template-grade and unfair to the recipient. Green Flagged scans every clause against a checklist of NDA-specific risks and tells you in plain English what to push back on before you sign.
8 red flags we look for in NDAs
Overbroad definition of confidential information
Anything-and-everything definitions sweep in public information, your own prior work, and ideas you bring to the table.
Perpetual confidentiality term
Reasonable NDAs end at 2-5 years for general information; trade secrets are the only legitimate exception.
No carve-outs
Standard carve-outs (already known, independently developed, compelled by law) must be explicit.
No residuals clause for unaided memory
Without a residuals clause, you can be sued for remembering things.
Asymmetric obligations
If both parties are sharing information, the obligations should be mutual — one-way NDAs in mutual conversations are a red flag.
Liquidated damages or injunctive relief without bond
Pre-agreed damages or no-bond injunctions tilt enforcement against you.
Broad non-solicitation or non-compete riders
NDAs are sometimes used as Trojan horses for non-competes that wouldn't stand alone.
Exclusive jurisdiction far from where you live
Forum-selection clauses that force you to litigate in another country effectively immunize the other side.
What to read in this NDA
Definition of Confidential Information
Should be limited to information marked or identified as confidential. Watch for catch-all phrases like "all information disclosed".
Permitted Use
Specify the narrow purpose. "For any business purpose" is too broad.
Term and Termination
Typical: 2-5 years from disclosure. Trade-secret carve-outs may extend longer for that subset only.
Return / Destruction
Either is fine; both is unenforceable. Include a backups exception.
Carve-outs
Public domain, independently developed, lawfully obtained, compelled disclosure with prior notice.
Governing Law and Venue
Should match your home jurisdiction or a mutually neutral one — not the other side's home turf.
Frequently asked about NDA
How long should an NDA last?
Two to five years is standard for general confidential information. Trade secrets can have perpetual protection but only for the trade-secret subset, not the whole NDA.
Should I sign a one-way NDA if we're both sharing information?
No. If both parties exchange confidential information, the NDA must be mutual. Insist on the change — it's a trivial edit.
Is a 'no residuals' clause normal?
It's common in big-company templates but unfair to individuals. A residuals clause that allows you to use information retained in unaided memory is standard and reasonable.
Can an NDA stop me from working in the industry?
An NDA can protect confidential information, but it cannot lawfully function as a non-compete. If the NDA effectively prevents you from working, that's enforceable only in narrow circumstances and is a red flag.
Does Green Flagged check NDAs in jurisdictions other than the US?
Yes. The clause checklist applies globally; jurisdiction-specific notes appear when relevant (UK, EU, Germany).
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