NDA Review Checklist: 12 Items to Check Before You Sign

The NDA Review Checklist is a one-page document for any business owner, founder, or in-house manager who is asked to sign a Non-Disclosure Agreement. It lists the twelve items a Florida attorney checks before signing — with the version of each clause that holds up and the version that does not.

Most NDA disputes are decided by the definitions, the Purpose clause, and the residuals language, not by the headline labels. The checklist isolates the items that matter and shows you what to look for, where to push back, and when to walk.

What the checklist covers

• Mutual versus one-way: how to decide based on actual information flow.
• Confidential Information: definition breadth and marking-requirement traps.
• Purpose: how narrow is narrow enough.
• Carve-outs: independently developed, publicly known, third-party sourced.
• Residuals clause: what it actually does and when to refuse it.
• Term: two-to-five-year defaults versus indefinite trade-secret obligations.
• Remedies: injunctive relief, bond waiver, attorney's fees.
• Governing law and forum: Florida defaults and when to compromise.
• Return-or-destroy: certification language that actually works.
• Assignment and successors: who else gets the obligation.
• No-license language: confirming disclosure is not a grant of rights.
• Survival: which obligations outlive the agreement.

For the structural background, see Mutual vs. One-Way NDA: Which One You Actually Need. If you want the NDA drafted or reviewed by counsel, the firm's flat-fee NDA service covers mutual or one-way drafting and full review with a redline.