An NDA (Non-Disclosure Agreement) is a confidentiality agreement. When you need to show internal information before the main contract, as in investment due diligence, partnership talks, or outsourced development, it's the first thing you sign.
The short version
NDAs are signed more often and faster than any other contract, which is exactly why they're the least managed. A single standard template handles most of the clauses, but three things slip through unless you track them separately: whether one was signed, when it expires, and whether materials were returned. Whether you can immediately answer "Did we sign an NDA with that company?" is what separates well-managed from not.
Basic structure of an NDA
| Type | What it means | Example |
|---|---|---|
| One-way NDA | Only one side shares information, and only the receiving side has a confidentiality obligation | Providing internal materials to an outsourcing vendor |
| Mutual NDA | Both sides exchange information and owe each other obligations | Partnership or M&A talks |
Six clauses every NDA needs
- Definition of confidential information: Decide whether to limit it to "information marked confidential" or to include information shared verbally.
- Exclusions: Exclude information that's already public, that the recipient already had before receiving it, that was independently developed, or that must be disclosed by law.
- Purpose limitation: State the purpose, like "to be used solely for evaluating a business partnership in X."
- Term: Set the contract term and, separately, how many more years the confidentiality obligation survives after the contract ends.
- Return and destruction: Require that materials be returned or destroyed when discussions end, and that this be confirmed.
- Liability for breach: Along with damages, include injunctive relief so you can stop a leak.
Three things that slip through the cracks
① Whether one was signed. It's common for legal to have no idea about an NDA the sales team signed. You end up signing twice with the same counterparty, or, conversely, handing over materials without one.
② Expiry. If you don't know when the confidentiality obligation ends, you can't tell whether your own obligation is still in force or whether the other party's has ended.
③ Return and destruction. In most cases, the materials you handed over are still sitting with the other party even after talks fell through.
NDA management checklist
- You can immediately look up, by counterparty name, whether an NDA was signed and on what date
- One-way or mutual, and the confidentiality survival period, are recorded
- The person in charge gets a notification before expiry
- When discussions end, you get confirmation that materials were returned or destroyed
- The company has a standard NDA template, and business teams sign using it
When you can go without a tool, and when you need one
- If you sign a few dozen NDAs a year or fewer, one standard template and an "NDA" tab in your contract register spreadsheet are enough. Turn the five checklist items above into columns.
- If your sales and business development org is large and NDAs go out all the time, you need a setup where business teams send the standard template themselves and signed copies collect automatically. The same goes when you need the same document from many people, like confidentiality pledges from new hires.
Based on public materials, PRIX supports identity verification, e-signatures, and audit trail certificates, and offers renewal notifications and permission management (HelloT, a Korean industrial tech news outlet; VentureSquare, a Korean startup media outlet). If all you need is signatures, an e-signature service is enough, so the deciding factor is whether you also need management after signing.
Alpaca's takeaway
With NDAs, the list matters more than the clauses. Try pulling a list right now of every company your company has an NDA with. If that list doesn't come out within five minutes, it's time to fix how you manage them before you fix the template.
🦙 That was Researcher Alpaca's research note. This post is a general overview, not legal advice for any specific case. If anything is wrong or you have more questions, let me know via "Contact Josh" below.
Related reading
- Contract retention periods in Korea: statutory periods and company retention rules
- Contract register spreadsheet template: five signs it's time to switch to a system
Sources
- PRIX, an AI-based contract management SaaS (HelloT) — identity verification, e-signatures, audit trail certificates
- PRIX, AI-based CLM (VentureSquare) — renewal notifications, permission management
