Explain NDA
Understand your non-disclosure agreement before you sign. Get a plain-English explanation of what you're agreeing to.
What This Tool Does
Upload your NDA and get a plain-English explanation of its terms. Understand exactly what you're agreeing not to do before you sign the non-disclosure agreement.
Get clarity on what information you must keep confidential and for how long under this NDA. Built for everyday consumers - simple, accessible contract explanations.
What Am I Agreeing To in This NDA?
In a non-disclosure agreement, you're typically agreeing to:
- Keep specified information confidential - Don't share it with unauthorized people
- Not use the information for your own benefit - Can't use it to compete or profit
- Return or destroy confidential materials - When the agreement ends
- Face penalties if you breach - Financial damages or legal action
- Follow the duration specified - Keep information confidential for the agreed period
The NDA also defines what information is considered confidential and any exceptions to the confidentiality obligation (like information you already knew or that becomes public).
What Am I Not Allowed To Do Under This NDA?
Under a non-disclosure agreement, you're generally not allowed to:
- Share confidential information - With anyone who isn't authorized
- Use the information for your own benefit - To compete or profit
- Disclose the information publicly - In any form (written, verbal, electronic)
- Discuss it with unauthorized people - Even casually or indirectly
- Reverse engineer or copy - If the NDA covers proprietary processes or products
The specific restrictions depend on your NDA's terms. Our tool will explain exactly what you're restricted from doing based on your specific agreement.
What Happens If I Break This NDA?
Breaking a non-disclosure agreement can result in serious consequences:
- Legal action - The other party can sue you
- Financial damages - You may have to pay money for losses caused
- Injunctions - Court orders to stop further disclosure
- Criminal penalties - In extreme cases involving trade secrets
- Reputation damage - Breaking an NDA can harm your professional reputation
The NDA should specify the consequences. Our tool highlights these penalty clauses so you understand the risks before signing.
What Should I Look For in a Non-Disclosure Agreement?
Before signing, pay attention to these key areas:
- Definition of confidential information - What's covered and what's not
- Duration - How long the confidentiality obligation lasts
- Exceptions - What you can disclose (e.g., information you already knew)
- Penalties for breach - What happens if you break it
- One-way vs mutual - Who has confidentiality obligations
- Geographic scope - Any location-based restrictions
- Unusual restrictions - Terms that seem excessive or unfair
How It Works
- Upload your NDA - PDF, Word doc, or paste the text
- Get instant analysis - Our AI explains each section in plain English
- Review key terms - See what's confidential, duration, penalties, and any red flags highlighted
- Make informed decisions - Understand what you're agreeing to before you sign
Common Questions About NDAs
What does this NDA mean in plain English?
An NDA (Non-Disclosure Agreement) is a contract where you agree to keep certain information confidential. It specifies what information you must keep secret, who you can't share it with, how long the obligation lasts, and what happens if you break the agreement. Our tool explains each clause in plain English so you understand exactly what you're agreeing to.
What am I agreeing to in this NDA?
In an NDA, you're typically agreeing to: keep specified information confidential, not share it with unauthorized people, not use the information for your own benefit, potentially return or destroy confidential materials when the agreement ends, and face penalties if you breach the agreement. The NDA also defines what information is considered confidential and any exceptions to the confidentiality obligation.
What am I not allowed to do under this NDA?
Under an NDA, you're generally not allowed to: share confidential information with anyone who isn't authorized, use the confidential information for your own benefit or to compete, disclose the information publicly, or discuss it with people outside the agreement. The specific restrictions depend on the NDA's terms, which our tool will explain in detail.
What happens if I break this NDA?
Breaking an NDA can result in: legal action against you, financial damages (you may have to pay money), injunctions (court orders to stop disclosure), and potentially criminal penalties in extreme cases. The NDA should specify the consequences. Our tool highlights these penalty clauses so you understand the risks before signing.
How long does this NDA bind me for?
The duration varies by NDA. Some last for a specific period (e.g., 2-5 years), some last indefinitely, and some end when the information is no longer confidential. The NDA should clearly state the duration. Our tool identifies this clause so you know how long your confidentiality obligation lasts.
Is it safe to sign this NDA?
Most NDAs are standard and safe to sign, especially if they're reasonable in scope and duration. Red flags include: extremely long durations, overly broad definitions of confidential information, excessive penalties, or terms that seem to restrict your ability to work. Our tool helps you identify these potential issues so you can review them carefully or consult with a lawyer if needed.
What should I look for in a non-disclosure agreement?
Key things to check: definition of confidential information (what's covered), duration (how long it lasts), exceptions (what you can disclose), penalties for breach, whether it's one-way or mutual (who has obligations), and any unusual restrictions. Our tool highlights these important terms and flags any potential red flags.
What is the difference between a one-way and mutual NDA?
A one-way NDA means only one party (usually you) has confidentiality obligations. A mutual NDA means both parties agree to keep each other's information confidential. Mutual NDAs are common in partnerships or when both sides are sharing sensitive information. Our tool identifies which type your NDA is and explains what that means for you.
Limitations
This tool is designed to help you understand NDAs, not replace legal professionals. Our analysis is based on general patterns and may not capture all nuances of your specific situation.
This is not legal advice. If your NDA has complex terms, unusual clauses, or you're unsure about the enforceability, consider consulting with a lawyer for professional legal advice specific to your situation.
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Explain The Terms provides general information and analysis, but it is not legal advice. You should consult with a qualified attorney for legal advice specific to your situation. This tool is designed for U.S. NDAs and focuses on general principles. State laws on non-disclosure agreements can vary.