Before Signing an NDA: A Guide for Creators

An NDA, or Non-Disclosure Agreement, is a legal contract that establishes confidentiality between parties. For creators—such as artists, writers, designers, and developers—NDAs are common when collaborating with clients, agencies, or partners. The purpose is to protect sensitive information, but not all NDAs are created equal. Understanding the scope and implications of an NDA is essential to safeguard your creative rights and avoid unintended consequences.

• Overly Broad Definitions: Beware of NDAs that define 'confidential information' too broadly, potentially covering your own pre-existing ideas or future work.
• Unreasonable Duration: Some NDAs require confidentiality for an indefinite period. Look for a reasonable time limit, typically 2-5 years.
• One-Sided Obligations: NDAs should be mutual if both parties are sharing information. If only you are bound, reconsider or negotiate terms.
• Non-Compete Clauses: Watch for hidden non-compete or non-solicitation clauses that could restrict your ability to work with others.
• No Exceptions for Public Knowledge: Ensure the NDA allows for disclosure of information that is already public or independently developed.

1. Identify the Parties: Confirm all parties are correctly named and authorized to sign.
2. Define Confidential Information: Make sure the definition is specific and excludes your own prior knowledge and future work.
3. Duration of Obligation: Check how long you’re required to keep information confidential.
4. Permitted Disclosures: See if you can share information with trusted advisors (e.g., lawyers, accountants).
5. Return or Destruction of Materials: Understand what happens to confidential materials after the relationship ends.
6. Jurisdiction and Governing Law: Note which state or country’s laws apply in case of a dispute.

Before agreeing to any NDA, keep a record of your existing work and ideas, including drafts, sketches, or code with timestamps. This helps prove ownership if disputes arise. Don’t hesitate to negotiate NDA terms or seek legal advice—many clients are open to reasonable changes. Using tools like Flag Red can help you automatically scan NDAs for risky clauses and ensure you’re not agreeing to unfair terms.

• Signing Too Quickly: Take your time to review and understand every clause.
• Assuming All NDAs Are Standard: Each NDA is different; never assume terms are non-negotiable.
• Failing to Keep Copies: Always save a signed copy for your records.
• Not Clarifying Ownership: Specify who owns new creations resulting from the collaboration.