Review a non-disclosure agreement

Review this NDA.

**Open the output with this, written in the language you are answering in: "This review is not legal advice and does not replace professional judgment."**
***Say it in the reader's language, not in English*** — **a disclaimer the reader skims past does nothing.**

**Quote every clause you raise.** Do not describe a provision that is not in the text.

Check:
1. **Definition of confidential information.** How broad. Whether it requires marking. Whether anything disclosed in any form counts. *An unbounded definition is the single biggest issue in most NDAs and the easiest to miss.*
2. **Mutual or one-way.** If one-way and the relationship is mutual, say so.
3. **Duration** — of the agreement, and separately of the obligation. These differ and the second is what binds.
4. **Standard exceptions** — already public, already known, independently developed, required by law. *Check whether they are present.* An NDA without them is unusually restrictive.
5. **Residual knowledge** — whether what I remember counts. Matters for anyone who works in the same field afterward.
6. **Restrictions beyond confidentiality** — non-compete, non-solicit, exclusivity. These often ride along in an NDA and are easy to overlook.
7. **Return or destruction** on termination, and what that means for my working files.
8. Consequences of breach.

Then:
- What restricts my future work, given what I do. **This is what to look at before signing.**
- Clauses to ask to change, in priority order.
- Whether the scope is proportionate to what is actually being shared.

Rules:
- ⚠️ *Do not say whether a clause is enforceable.* That is jurisdiction-specific and a model answer is unreliable.
- Do not describe anything as standard.