Free Product-Led Tool • Client-Side Private

Free NDA Risk Checker

Paste your Non-Disclosure Agreement below to instantly identify predatory terms, perpetual liability periods, hidden non-competes, and IP forfeiture traps.

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Overall Risk Rating

Critical Exposure
98/ 100 Risk Score

⚠️ Caution: This document contains predatory terms that could restrict your future employment or bind you to indefinite liabilities. Do not sign as-is.

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Automated Clause Breakdown (5 findings)

Review specific terms detected in your document with line-by-line attorney guidance.

Perpetual Confidentiality Term Detected

Duration Risk

The NDA requires you to keep information confidential forever. Standard commercial discussions should expire in 1–3 years.

Negotiation Recommendation:Strike 'in perpetuity' and limit the obligation to 2 or 3 years from the disclosure date.
Recommended Safer Replacement Language:

“The confidentiality obligations herein shall survive for a period of three (3) years from the effective date of disclosure.”

Hidden Non-Compete Clause Detected

Restrictive Covenant

This document sneakily restricts your right to work, build products, or consult in your industry under the guise of an NDA.

Negotiation Recommendation:Completely strike all non-compete provisions from preliminary NDAs. Non-competes belong only in formal employment or definitive acquisition agreements.
Recommended Safer Replacement Language:

“Recipient's receipt of Confidential Information shall not preclude Recipient from developing competing products independently without use of Discloser's Confidential Information.”

Missing Standard Confidentiality Carve-Outs

Scope Risk

The NDA fails to exempt information that is already public, independently created, or legally compelled by court subpoena.

Negotiation Recommendation:Insist on standard four-part carve-outs (public knowledge, prior possession, independent development, compelled disclosure).
Recommended Safer Replacement Language:

“Confidential Information shall exclude information that: (a) is or becomes publicly known without breach; (b) was already in Recipient's rightful possession; (c) is independently developed without reference to Discloser's materials; or (d) is required to be disclosed by court order.”

IP Assignment / Feedback Forfeiture Trap

Intellectual Property

The discloser is attempting to seize ownership of ideas, feedback, or code you suggest during preliminary conversations.

Negotiation Recommendation:Clarify that no intellectual property licenses or transfers are granted under an exploratory NDA.
Recommended Safer Replacement Language:

“Nothing in this Agreement grants either party any right, title, or interest in or to the other party's intellectual property or background technology.”

One-Way (Unilateral) NDA

Parity

Only you are bound by confidentiality. The other party is free to share your pitch, deck, or code with competitors.

Negotiation Recommendation:Convert the agreement into a Mutual NDA if both parties will be sharing sensitive business details.

Frequently Asked Questions

How does this free NDA checker analyze contract risk?

The tool inspects your text for known predatory clauses including perpetual terms, overbroad confidentiality definitions, hidden non-compete restrictions, and IP transfer traps.

Is my pasted NDA uploaded or stored on any server?

No. This free scanner runs entirely client-side in your web browser. Your text never leaves your device.

Can this replace a licensed attorney?

No. This tool provides automated preliminary risk flagging. For high-stakes acquisitions or patent disclosures, always consult a qualified lawyer.