Scrutr AI — Contract Review

NDA review that tells you what you're actually agreeing to.

Non-disclosure agreements look standard until you read the fine print. Scrutr identifies the clauses that aren't standard — the ones that could expose you to liability you didn't intend to accept.

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Most people sign NDAs without reading them because they look like boilerplate. Many of them are. But a poorly drafted or intentionally one-sided NDA can restrict your career, expose you to liability, and bind you to obligations years beyond what's reasonable. Scrutr reads yours in under 60 seconds.

What makes an NDA one-sided?

A mutual NDA creates obligations for both parties to protect each other's confidential information. A one-sided (unilateral) NDA only creates obligations for one party — usually you. The problem is that some agreements presented as 'standard NDAs' are actually one-sided documents that bind only the recipient while the disclosing party retains all flexibility. Scrutr identifies whether your NDA is mutual or unilateral and flags clauses that create asymmetric obligations.

What is a residuals clause and why does it matter?

A residuals clause allows a party to use information they've retained in their memory — even if it's technically confidential — without restriction. Tech companies sometimes include favorable residuals clauses for themselves while not extending the same right to you. This can significantly limit what you can work on after the agreement ends. Scrutr flags residuals clauses and explains whether they're mutual.

How long should an NDA last?

Most commercial NDAs have a defined term of 1–3 years, after which the confidentiality obligations expire. Some NDAs — particularly those involving trade secrets — may include indefinite duration clauses. Scrutr flags NDAs with no stated expiration date or unusually long terms, and identifies what type of information is subject to permanent protection versus time-limited protection.

What information should always be excluded from an NDA?

Standard NDA carve-outs should exclude: information already in the public domain, information you already knew before signing, information you received from a third party without restriction, and information you develop independently without using the disclosed information. Scrutr checks whether your NDA includes all four of these standard exclusions. An NDA missing these carve-outs can create unintended liability for information you legitimately came by through other means.

Common questions

Should I sign an NDA before a job interview?

Signing a basic NDA before a job interview is common and generally reasonable — companies want to protect information shared during the hiring process. However, you should check the scope of what's defined as 'confidential information' and the duration. An NDA that lasts years or covers broad categories of business information is worth pushing back on. Scrutr can review the specific language in under 60 seconds.

What happens if I break an NDA?

Breaching an NDA can result in the other party seeking injunctive relief (a court order to stop the disclosure) and damages. The practical risk depends on the value of the information, the strength of the NDA's language, and the jurisdiction. Scrutr identifies clauses that could increase your liability exposure, including liquidated damages provisions and broad definitions of confidential information.

Is an NDA legally binding if I sign it electronically?

Yes. Electronic signatures are legally binding in the United States under the ESIGN Act and UETA, and in most other jurisdictions under equivalent laws. The method of signing (electronic vs. paper) doesn't affect enforceability — what matters is the substance of the NDA itself. Scrutr can review the substantive terms before you sign.

Can an NDA prevent me from working for a competitor?

An NDA alone should only restrict disclosure of confidential information — not restrict your employment. However, some agreements bundle NDA language with non-compete or non-solicitation clauses that do restrict where you can work. Scrutr distinguishes between pure confidentiality obligations and employment restrictions, and flags when non-compete language is buried in an NDA.

How is a mutual NDA different from a one-way NDA?

In a mutual NDA, both parties have confidentiality obligations to each other. In a one-way (unilateral) NDA, only one party — typically the recipient of information — has obligations. The type that's appropriate depends on the situation. If you're sharing your own confidential information as well as receiving theirs, a mutual NDA is fairer. Scrutr identifies which type you have and whether the obligations are balanced.

Related guides

How to negotiate a contract → Contract negotiation email → Offer letter review →

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