Data
Is this NDA clause normal?
In ContractNLI, a research set of 607 NDAs, 9 of the 17 clause types it labels are stated in more than half of the NDAs. The most common, “Information may be used only for the agreement's purpose”, is stated in 85.2% of them. Some are often reversed: 72.7% say the opposite of “Only technical information is confidential”.
How often these clauses appear
Share of the 607 NDAs, most often stated first.
| Clause | States it | Says the opposite | Not mentioned |
|---|---|---|---|
| Information may be used only for the agreement's purpose | 85.2% | 2.8% | 12.0% |
| The recipient may share information with some employees | 81.1% | 2.6% | 16.3% |
| The recipient may get similar information from someone else | 74.8% | 0.0% | 25.2% |
| The agreement gives no rights to the information | 74.5% | 0.0% | 25.5% |
| Some obligations continue after the agreement ends | 69.5% | 2.5% | 28.0% |
| The recipient must give notice if the law forces disclosure | 65.6% | 0.0% | 34.4% |
| Information shared verbally can be confidential | 63.9% | 1.2% | 34.9% |
| The recipient may develop similar information independently | 61.9% | 0.0% | 38.1% |
| The recipient may share information with some third parties, such as advisers | 61.8% | 24.7% | 13.5% |
| Information must be returned or destroyed when the agreement ends | 39.5% | 0.7% | 59.8% |
| The agreement itself must be kept secret | 38.6% | 0.3% | 61.1% |
| The recipient may keep some information after returning the rest | 27.0% | 38.9% | 34.1% |
| Confidential information must be marked or identified as such | 22.1% | 26.0% | 51.9% |
| The recipient may not solicit the other side's people | 21.7% | 0.0% | 78.3% |
| The recipient may make copies in some cases | 20.4% | 18.0% | 61.6% |
| The recipient may not reverse engineer what it receives | 13.2% | 0.2% | 86.7% |
| Only technical information is confidential | 5.8% | 72.7% | 21.6% |
What to check in your own NDA
General information about how these clauses work, not legal advice about your NDA.
- Information may be used only for the agreement's purpose
- Check that the purpose is written down and narrow enough that both sides agree what use is allowed.
- The recipient may share information with some employees
- Check who inside your company may see the information, and whether you answer for what they do with it.
- The recipient may get similar information from someone else
- Check that information you receive lawfully from another source is not caught by the NDA.
- The agreement gives no rights to the information
- Check that sharing information does not hand either side a license to it or ownership of it.
- Some obligations continue after the agreement ends
- Check which duties outlast the agreement, and for how long.
- The recipient must give notice if the law forces disclosure
- Check what you must do if a court or regulator orders you to disclose, and how quickly you must tell the other side.
- Information shared verbally can be confidential
- Check whether things said in meetings or calls are covered, and whether they must be confirmed in writing to count.
- The recipient may develop similar information independently
- Check that work you create on your own, without their information, stays yours to use.
- The recipient may share information with some third parties, such as advisers
- Check whether you may show the information to your lawyer, accountant or contractors, and on what terms.
- Information must be returned or destroyed when the agreement ends
- Check when you must return or destroy the information, and whether you must confirm it in writing.
- The agreement itself must be kept secret
- Check whether you may tell anyone that the NDA exists or that talks are taking place.
- The recipient may keep some information after returning the rest
- Check whether you may keep copies the law requires or that sit in backups, and whether the duties still apply to them.
- Confidential information must be marked or identified as such
- Check whether information only counts as confidential when it is marked, and what happens to things shared without a label.
- The recipient may not solicit the other side's people
- Check whether a no-poaching promise sits inside the NDA, who it covers, and for how long.
- The recipient may make copies in some cases
- Check whether you may copy the information at all, and whether copies carry the same duties.
- The recipient may not reverse engineer what it receives
- If you will receive samples, software or prototypes, check whether taking them apart or testing them is forbidden.
- Only technical information is confidential
- Check whether business information such as prices, plans and customer names is covered, not only technical data.
How we counted
ContractNLI (Koreeda & Manning, Findings of EMNLP 2021; CC BY 4.0) labels 607 NDAs for 17 statements. For each NDA and each statement, the label says whether the NDA states it, says the opposite, or does not mention it. We counted those labels for each statement and divided by 607.
Limits
- 607 NDAs collected for research from SEC filings and web search — not a sample of every NDA.
- “Not mentioned” means the NDA was labelled as neither stating the point nor saying the opposite.
- These are the dataset's 17 statements. An NDA can hold clauses that are not on this list.
- A common clause is not automatically fair, and a rare one is not automatically a problem. What matters is how it fits your deal.
- Percentages are rounded to one decimal, so a row may not add up exactly.
Source: ContractNLI, Koreeda & Manning (2021), CC BY 4.0. Counts are ours.