NDA & confidentiality checklist

The basics

• One-way or mutual. One-way protects one side's information; mutual protects both. Match it to who's actually sharing.
• Definition of confidential information. Broad enough to cover what matters, with sensible carve-outs (already public, independently developed, required by law).
• Permitted purpose. The information can only be used for the stated purpose — evaluating a deal, doing the work — and nothing else.

Scope and duration

• Who can see it. Which employees, advisors, and affiliates the recipient can share it with, on the same terms.
• Term. How long the obligation lasts — and note that true trade secrets should be protected indefinitely.
• Return or destruction. The recipient returns or destroys your information when the deal ends or on request.

Teeth and enforcement

• No licence granted. Sharing information doesn't give the other side any rights to your IP.
• Injunctive relief. The right to a court order to stop a breach, since damages alone often aren't enough.
• Governing law and jurisdiction. The right province, so you're not enforcing it somewhere inconvenient.
• Survival. Confidentiality obligations continue after the NDA or the deal ends.