Mutual Non-Disclosure Agreement (NDA): red flags and what's market-standard
Usually low-risk, but watch one-way obligations dressed up as mutual, overlong terms, residual-clause traps, non-solicit riders, and definitions of Confidential Information with no carve-outs.
Who signs these: Anyone before a client engagement or partnership discussion.
Check your actual contract
Paste your agreement into Gig Clause for a full clarity score, every flagged clause, and copy-paste suggested wording. Free, no account needed.
Review my contractMutual confidentiality with carve-outs
The obligation to keep the other side's non-public information secret. Standard and usually fine; the issues are whether it runs both ways and whether it has the normal exceptions.
Market standard: Mutual obligation, 2-5 year term (or perpetual for trade secrets), with the standard carve-outs: information that is public through no fault of the recipient, already known, independently developed, or rightfully received from a third party. A carve-out for compelled legal disclosure.
Watch for: One-way: only the freelancer is bound; No standard carve-outs; Definition covers 'all information disclosed' with no marking or context requirement; Perpetual obligation on all information, not just trade secrets; 'Residuals' clause that lets the client freely use your unmarked ideas.
The confidentiality obligations are mutual. 'Confidential Information' excludes information that (a) is or becomes public without breach, (b) was known to the recipient without a duty of confidentiality, (c) is independently developed, or (d) is rightfully obtained from a third party. A party may disclose as required by law after giving reasonable notice. Obligations last 3 years from disclosure, except trade secrets, which are protected for as long as they remain trade secrets.
NDA term length
How long the confidentiality obligation lasts. Very long or perpetual terms on all information (not just trade secrets) are hard to comply with and track.
Market standard: 2-5 years for ordinary confidential information; perpetual protection limited to trade secrets. The NDA itself often has a shorter 'disclosure period' after which no new information is added.
Watch for: Perpetual confidentiality on everything; 10+ year term with no trade-secret limitation; No end to the disclosure period; Survival clause that revives obligations indefinitely.
Confidentiality obligations for Confidential Information survive for three (3) years after disclosure. Obligations with respect to information that qualifies as a trade secret continue for as long as the information remains a trade secret under applicable law.
Governing law and venue
Which jurisdiction's law applies and where a dispute must be filed. If it is the client's home turf far from you, even a strong claim can be uneconomical to pursue or defend.
Market standard: A neutral or mutually convenient jurisdiction, or each party's own courts for claims it brings. For small contracts, the practical answer is often the freelancer's location because they are the more resource-constrained party.
Watch for: Exclusive venue in a distant jurisdiction with no connection to the work; Client's choice of forum, freelancer must appear; Waiver of objection to inconvenient forum; Loser pays all fees combined with a far venue.
This Agreement is governed by the laws of [Provider's state/country], excluding its conflict-of-laws rules. Each party consents to the exclusive jurisdiction of the state and federal courts located in [Provider's city] for any dispute, or the parties may agree in writing to remote proceedings.
Not legal advice. Gig Clause is software, not a law firm or a professional service, no attorney reviews, drafts, or is otherwise involved in anything it produces. It automatically highlights common contract issues and suggests negotiation language. Using it does not create an attorney-client relationship. For decisions with significant financial or legal consequences, consult a qualified attorney licensed in your jurisdiction. Clause standards vary by industry and location and change over time.