Flat-fee non-disclosure agreement drafting, review, and negotiation. Mutual NDAs, one-way NDAs, employee and contractor confidentiality agreements. NDAs that actually protect confidential information without creating compliance traps.
Average quote turnaround: under 1 hour · Free consultation, no obligation
A non-disclosure agreement is a contract restricting how confidential information shared between parties can be used and disclosed. It's the most-overused contract in business — many situations where one is requested don't actually need one — and the most commonly drafted poorly. A well-drafted NDA actually protects confidential information without restricting normal business behavior. A poorly-drafted NDA creates compliance traps that can be triggered accidentally and exposes both parties to liability for ordinary disclosures that should have been excluded.
What an NDA does: defines specific information as "confidential," restricts the receiving party from disclosing or using that information except for defined purposes, sets a time period during which the obligations apply, and provides remedies if the obligations are breached (typically money damages plus injunctive relief). What an NDA doesn't do: it doesn't make information confidential that wasn't actually confidential to begin with, it doesn't prevent the receiving party from independently developing similar information, it doesn't override the receiving party's pre-existing obligations to other parties, and it doesn't (typically) cover information after the agreement's term expires.
The most common drafting issues — found in roughly 70% of the NDAs we review — are: an overbroad definition of "confidential information" that treats publicly available facts as protected, no exclusion for independently-developed or independently-known information, no time limit (perpetual obligations create indefinite liability), one-way structure when mutual is appropriate, and clauses that are technically unenforceable under NY law (overbroad non-compete language inside an NDA, restrictions on legally protected disclosures to government agencies). Each of these creates real problems — either by making the agreement unenforceable, by creating liability traps for ordinary disclosures, or by giving false confidence about what the NDA actually protects.
Genuine NDA situations: sharing financial information for due diligence in a potential acquisition, sharing technical specifications with a vendor or contractor, discussing a business idea with a potential investor or partner before formal terms exist, sharing customer lists or pricing data with a contractor or consultant, discussing strategic plans with a potential employee at the recruiting stage. Each involves information that's actually confidential and a specific purpose for sharing it.
When you probably don't need an NDA: discussing publicly available information, ordinary business communications between negotiating counterparties (the contracts being negotiated will have their own confidentiality provisions), sharing information that the other party already has access to, marketing or sales conversations where the goal is to disclose information broadly. Many NDA requests are reflexive rather than considered; we sometimes recommend skipping the NDA and using a confidentiality clause in a downstream agreement instead.
For NDAs we draft, we start with the specific situation: who's sharing what with whom, for what purpose, and how the relationship is expected to evolve. Standard provisions: definition of "confidential information" (limited to what's actually confidential, with explicit exclusions for publicly known, independently developed, and lawfully obtained information), permitted uses (typically limited to the specific purpose for sharing), term (typically 2-5 years for the confidentiality obligation, with shorter terms for fast-moving fields), return or destruction of materials at termination, and remedies for breach. We keep NDAs short — most well-drafted NDAs run 2-4 pages, not the 8-12 pages some firms produce.
For NDAs you receive (typically the counterparty's standard form sent for you to sign), we review and identify issues. Common findings: overbroad scope (everything is confidential), missing exclusions, perpetual term or no term at all, one-way structure when mutual would be more appropriate, and unenforceable provisions (overbroad non-competes hidden in NDAs, restrictions on legally protected disclosures). We propose modifications and negotiate with the counterparty's attorney.
One-way NDAs protect information flowing from one party to the other; mutual NDAs protect information flowing both ways. Most situations are mutual in practice — even if one party expects to be the primary discloser, the other party typically discloses some information (their requirements, their existing systems, their feedback). One-way NDAs are appropriate when the disclosure is genuinely one-way (a small business pitching to a large potential customer where only the small business has confidential info to share). When in doubt, mutual is the more accurate choice.
Employee and contractor agreements typically include confidentiality provisions rather than separate NDAs. The framework is similar — what's confidential, what's allowed, what's the term — but integrated with other provisions (IP assignment, non-solicitation, restrictive covenants where applicable). For most employee and contractor situations, integrated agreements work better than standalone NDAs because they address the full relationship.
Modern NDAs need explicit exceptions for legally required disclosures — subpoenas, court orders, regulatory inquiries, whistleblower disclosures to government agencies. NY law (and federal law for whistleblower contexts) prohibits NDAs that try to restrict these protected disclosures. NDAs without these exceptions are partially unenforceable; NDAs with overbroad restrictions on protected disclosures may also expose the drafting party to liability. We include the appropriate exceptions in every NDA we draft.
Standalone NDAs price modestly because the drafting is contained. We charge a flat fee per NDA drafted or reviewed. For businesses that sign or receive NDAs regularly (multiple per month), we sometimes structure ongoing relationships with a fixed monthly or quarterly fee covering the NDA work.
NDAs as part of broader engagements (employee agreements, M&A diligence, licensing arrangements) are priced into the broader engagement rather than separately.
Get a free quote in under an hour by submitting the contact form.
"Tatiana was amazing from the very beginning. Truly one of a kind experience."
Often no. Most situations where business owners reflexively reach for an NDA — initial sales conversations, exploratory discussions with potential vendors, casual partnership conversations — don't actually need one. NDAs work for situations where genuinely confidential information needs to be shared for a specific purpose. For early-stage idea discussions, the better protection is usually to share at the right level of generality and to use NDAs only when sharing specific confidential details (financial projections, customer lists, technical specifications). Asking everyone you talk to for an NDA can also hurt deal flow — sophisticated counterparties (investors especially) often refuse to sign NDAs for early-stage discussions.
Overbroad definition of confidential information. Many NDAs say 'all information shared is confidential,' which sounds protective but creates problems: it treats publicly known information as confidential (unenforceable), it sweeps in information the receiving party already had (creating false claims of breach), and it makes ordinary follow-up communications potentially actionable. Better drafting: confidential information is information specifically marked as confidential, or information that a reasonable party would understand to be confidential given the circumstances — with explicit exclusions for publicly known, independently developed, and lawfully obtained information.
Typically 2-5 years for general confidentiality, with shorter terms (1-2 years) for fast-moving fields (technology, media) and longer terms (5-10 years or longer) for trade secrets. Perpetual obligations are problematic — they're hard to enforce and create indefinite liability for both parties. Some specific information types (genuine trade secrets) warrant indefinite protection through specific trade-secret clauses rather than through unlimited NDA terms.
Almost always worth a review. Even short NDAs frequently have provisions worth negotiating: overbroad confidentiality scope, missing exclusions, asymmetric obligations, perpetual terms, and clauses that go beyond confidentiality (non-compete language, restrictions on hiring, etc.). Most counterparties expect some negotiation on NDAs. The cost of review is small relative to the cost of agreeing to terms that create future problems.
You can try, but enforceability is questionable in NY. NY courts evaluate non-competes carefully, and a non-compete buried in an NDA — particularly one without separate consideration for the non-compete — is unlikely to be enforced. Better practice: keep NDAs focused on confidentiality. If a non-compete is appropriate (typically only for senior employees and certain professional contexts), use a separate, properly-drafted non-compete agreement with specific consideration.
Flat fee set in writing before any work begins. Standalone NDA drafting and review price modestly. Ongoing NDA work for businesses with regular volume sometimes prices as a fixed monthly retainer. Get a free quote in under an hour by submitting the contact form.
Free 20-minute consultation. Quote in under an hour. No obligation.
Get your free quote →