How to review an NDA online in five minutes
A fast, practical way to review an NDA online: the five clauses to check, red flags, and how an AI review speeds it up.
The short answer
To review an NDA online, upload it to a document review tool or open it side by side with a checklist and check five things: what counts as confidential, whether obligations are mutual, how long they last, what exceptions apply, and what happens if you breach. Most problems are overly broad definitions and obligations that never end.
Have the contract in front of you? upload it for a free contract review with Lawly AI and see the exact wording in your own document.
Step 1: Check the definition of confidential information
Is it limited to information marked confidential, or does it cover everything you hear? Broad definitions are hard to comply with.
Step 2: Check whether it is mutual
If both sides share information, both should be bound. A one-way NDA is fine only if only you are receiving secrets.
Step 3: Check the duration
Two to five years is common. Obligations with no end date are a red flag, except for genuine trade secrets.
Step 4: Check the exceptions
Standard exceptions cover information that is public, already known to you, independently developed, or required by law to be disclosed.
Step 5: Check remedies and extras
Look for penalty amounts, non-solicitation or non-compete clauses hidden inside the NDA, and the governing law.
Sample clause language
Illustrative wording, written for this guide - not copied from any real contract.
Recipient shall keep confidential all information disclosed by Discloser in perpetuity.
Unlimited scope and no end date.
Recipient shall keep confidential information marked as confidential for three years from disclosure, subject to the standard exceptions below.
Clear scope and duration.
Red flags to look for
- No end date
- No standard exceptions
- A non-compete inside an NDA
- Fixed penalty amounts
What to ask for
- Make it mutual
- Add a 2-5 year term
- Add the four standard exceptions
- Remove non-compete language
Check this in your own contract
Upload a PDF, Word file, or photo of your agreement and Lawly AI will pull out the clauses that matter, quote the exact wording, flag the deadlines, and explain the risk in plain English. Your first five documents are free.
How Counsl's AI legal document review worksFrequently asked questions
Can I review an NDA online for free?
Yes. Upload it to Counsl and Lawly AI will flag these issues; the first five documents are free.
How long should an NDA last?
Usually two to five years, with longer protection only for trade secrets.
Related guides
This guide is general educational information about how these clauses usually work. It is not legal advice, and contract law differs by jurisdiction. For a decision that matters, speak to a qualified lawyer.