Our NDA checker reviews your non-disclosure agreement against 10 criteria that lawyers use to evaluate whether an NDA is enforceable and balanced. It checks for mutual vs one-sided obligations, how confidential information is defined, duration limits, standard legal exclusions, remedies clauses, and hidden traps like residuals clauses or buried non-competes.
The most common reasons NDAs fail in court: overly broad definitions of confidential information, missing standard exclusions (public domain, independent development), perpetual duration without a time limit, and lack of an injunctive relief clause. Our checker flags all of these automatically.
A residuals clause allows the receiving party to use any confidential information that is "retained in the unaided memory" of employees after the NDA ends. This effectively creates a massive loophole — employees can memorise your trade secrets and use them freely. Big tech companies routinely insert residuals clauses into NDAs. Our checker detects them immediately.
No. This tool provides an automated analysis for informational purposes only. It is not a substitute for legal counsel. For NDAs involving significant business relationships, trade secrets, or substantial liability, always consult a qualified attorney.
Mutual vs One-Way
Are confidentiality obligations on both parties or only one?
Definition of Confidential Information
Is it clearly and narrowly defined, or dangerously vague?
Duration
Is there an expiry date? Perpetual NDAs are often unenforceable.
Standard Exclusions
Public domain, independent development, prior knowledge, legally compelled disclosure
Purpose Limitation
Is the permitted use of confidential information clearly restricted?
Return / Destruction of Materials
What happens to confidential information when the relationship ends?
Governing Law & Jurisdiction
Which state or country law governs disputes?
Remedies Clause
Does it include injunctive relief? Essential for enforcement.
Hidden Non-Compete / Non-Solicitation
Are there restrictive covenants buried inside the NDA?
Residuals Clause
Does it allow use of information "retained in unaided memory"? Major red flag.
Want full contract analysis?
Full analysis covers any contract type — not just NDAs. Free during beta, no credit card required.
Start Free — No Credit Card