---
name: NDA Drafting
description: Define confidentiality precisely.
---
# NDA Drafting

An NDA's enforceability depends on precision. "Confidential information means… sensitive stuff" is unenforceable; a tight definition with carve-outs is.

## Required elements
- **Definition of Confidential Information.** Specific enough to identify what's protected — often by marking, by category, or "information disclosed in connection with the Purpose".
- **Carve-outs.** Public domain, independently developed, rightfully received from third parties, required by law/compliance order. Without these, the recipient can never use anything they already knew.
- **Permitted use.** Limited to the Purpose (evaluating a potential deal). Not a blanket license.
- **Term.** How long the duty lasts — often 2-5 years for commercial info; indefinitely for trade secrets.
- **Return/destruction.** Obligation to return or destroy on request or at end.

## Avoid
One-way NDAs for genuinely mutual exchanges — they're unbalanced and signal bad faith. Use mutual when both sides disclose.