Get an instant AI review of any non-disclosure agreement. Clausy identifies overly broad confidentiality terms, problematic durations, and one-sided clauses—before you sign.
Clausy analyzes the clauses that matter most in non-disclosure agreements
How broadly is "confidential information" defined? We flag definitions that are so expansive they could cover publicly available knowledge or skills you bring to the relationship.
Perpetual NDAs with no expiration date are often unreasonable for business information. We analyze whether the confidentiality term is proportionate to the nature of the information shared.
We identify whether the NDA protects both parties equally or disproportionately burdens one side. One-sided agreements may be appropriate in some contexts but deserve careful scrutiny.
These are the patterns Clausy is trained to catch
The Legal Services Corporation's 2022 Justice Gap report found that 92% of civil legal problems faced by low-income Americans go without adequate help.[1] That's part of why having an easy way to understand what you're signing matters so much.
Definitions that cover "all information disclosed in any form, whether or not marked confidential" can turn ordinary conversations into legally binding obligations. A reasonable NDA should require information to be designated as confidential at the time of disclosure.
NDAs without an expiration date—or those lasting 10+ years—are often disproportionate for typical business information. Clausy flags indefinite confidentiality obligations that could burden you long after the relationship ends.
A well-drafted NDA should exclude information that becomes publicly known, was already in your possession, or was independently developed. NDAs that lack these standard exclusions are unreasonably restrictive.
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A mutual NDA (bilateral) protects confidential information shared by both parties. A one-sided NDA (unilateral) only protects the disclosing party's information. If you are sharing confidential information too—not just receiving it—a mutual NDA may be more appropriate.
Most NDAs have a confidentiality term of 2–5 years. Perpetual NDAs are generally disfavored for business information because information typically loses competitive value over time. Trade secrets can legitimately have indefinite protection under separate trade secret law.
Standard carve-outs include: information that becomes publicly known through no fault of the recipient, information already known to the recipient before disclosure, information independently developed by the recipient, and information received from a third party without restriction.
A properly drafted NDA should not prevent you from working in your field—that is the role of a non-compete. However, overly broad NDAs that define "confidential information" to include general industry knowledge could indirectly restrict your ability to use skills developed during an engagement.
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Important Legal Disclaimer
Clausy provides informational analysis only and does not constitute legal advice. Results are generated by artificial intelligence and should not be relied upon as a substitute for consultation with a qualified attorney. Always consult a licensed legal professional before making decisions based on contract terms.