Home topics small-business-resources legal Legal Opinion Legal How to review a confidentiality agreement Lachlan McKnight August 7, 2013 Reviewing a confidentiality agreement or non-disclosure agreement (NDA) is a pretty common task for small and medium business owners. To pay a lawyer to review all documents can be very costly, and while if you have the budget to engage a lawyer, you’re going to be in a better position – confidentiality agreements are serious legal documents and working with a lawyer is always the best option. Nevertheless, this article sets out some key clauses to look out for if you’re completing the review yourself. Mutual or one-way? The first thing to check when reviewing a confidentiality agreement is whether it’s mutual or one-way. A mutual agreement means both parties agree not to disclose each others’ confidential information. It’s the most common type of confidentiality agreement and is of course fair to both parties. If one of the parties is in a better negotiating position or only one of them is actually disclosing confidential information, then a one-way agreement is sometimes used. This means only one party has obligations under the agreement. Confidential information The next important issue to look at is the definition of confidential information. Generally the description will be pretty broad. This is to ensure that as much information as possible is captured under the definition. It’s important that the information set out below is excluded from the scope: Confidential Information that is: (a) already in the public domain,