Critical Red Flags
Perpetual Duration: Confidentiality obligations that never expire, even for standard business info.
Residuals Clause: Allows the other party to use information retained in their 'unaided memory'.
Non-Solicitation Handcuffs: Hidden ban on hiring their employees or even working with their vendors.
Unilateral Protection: Only protects *their* secrets, while leaving *your* IP unprotected during discussions.
Must-Have Clauses
Definite Term Limit: Typically 2-3 years for commercial secrets, 5 years for technical specs.
Standard Exclusions: Information that is public, known, or independently developed must be excluded.
Permitted Disclosures: Rights to share with professional advisors (lawyers/accountants) under the same terms.
Return or Destruction: Clear process for certifying that data is destroyed once discussions end.
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