nda-screening

Evaluation Framework

Work through the following ten areas systematically for every NDA that comes in.

1. Agreement Format and Direction

• Mutual vs. unilateral: Determine whether both parties share information (mutual) or only one side discloses (unilateral, and if so, confirm the direction is correct for the relationship)
• Context fit: Verify the NDA type matches the business scenario -- mutual for exploratory discussions, unilateral when information flows one way
• Standalone check: Confirm this is a pure confidentiality agreement rather than a confidentiality section buried inside a broader commercial contract

2. Scope of Protected Information

• Breadth: The definition should be appropriately bounded, not an all-encompassing net like "any and all information regardless of form or marking"
• Designation mechanics: If marking or written identification is required, confirm the process is workable (written confirmation within 30 days of oral disclosure is the market norm)
• Required exceptions: Standard carve-outs must be present (see Area 4 below)
• Overreach: The definition must not capture publicly available data or material the receiving party developed on its own

3. Recipient Duties