vaulytica

Unilateral NDA — Deep Analysis review

One-way / unilateral non-disclosure agreement under US trade-secret law. Checks cover DTSA whistleblower-immunity notice (18 U.S.C. § 1833(b)), Confidential-Information definition completeness, four standard exclusions, permitted-use scope, residuals, return-or-destruction with attestation, injunctive relief with waiver-of-bond, governing-law viability, no-precedent / MFN, non-solicit carve-outs, no-license, authority representation, successors-and-assigns, plus the unilateral-NDA role-framing check (disclosing-party / receiving-party labels must be present).

Review your document — free → See a sample report

What it checks

DTSA whistleblower-immunity notice present

NDAs with employees, contractors, or consultants must contain the DTSA notice of immunity for confidential disclosure of trade secrets to government or in court filings.

Critical · NDA-D-001

DTSA notice substantively complete

The DTSA notice must cover (a) immunity, (b) disclosure to a government official or attorney, and (c) sealed court filing — all three elements per § 1833(b).

Critical · NDA-D-002

Confidentiality term clause present

NDA must state how long confidentiality obligations endure — either a definite term, perpetual for trade secrets, or both.

Critical · NDA-D-003

Trade-secret perpetual carve-out present

Best practice: trade-secret obligations should continue for as long as the information qualifies as a trade secret, not be cut off by a fixed term.

Warning · NDA-D-004

Confidential Information defined

NDA must define 'Confidential Information' (or equivalent capitalized term).

Critical · NDA-D-005

Exclusion: publicly available information

The Confidential Information definition should exclude information that is or becomes publicly available through no breach.

Critical · NDA-D-006

Exclusion: previously known to the recipient

Confidential Information should exclude information already known to the receiving party prior to disclosure.

Critical · NDA-D-007

Exclusion: third party lawfully obtained

Confidential Information should exclude information lawfully received from a third party without breach.

Critical · NDA-D-008

Exclusion: independently developed

Confidential Information should exclude information independently developed by the receiver without reference to the Confidential Information.

Critical · NDA-D-009

Residuals clause flagged for awareness

Residuals clauses permit the receiver to use general knowledge retained in memory. Not inherently wrong but consequential for the discloser.

Note · NDA-D-010

Permitted-use scope is too broad

Permitted use of Confidential Information should be limited to the specific Purpose; 'any business purpose' is overbroad.

Warning · NDA-D-011

Permitted-use 'to evaluate the Purpose' framing present

Best practice: a narrow 'to evaluate the Purpose' (or equivalent) framing of permitted use.

Warning · NDA-D-012

Return-or-destruction clause present

NDA should require return or destruction of Confidential Information upon request or termination.

Critical · NDA-D-013

Return-or-destruction attestation requirement

Return-or-destruction clauses should require a written certification or attestation of destruction.

Warning · NDA-D-014

Injunctive-relief / irreparable-harm clause present

NDA should acknowledge that breach causes irreparable harm and that injunctive relief is appropriate.

Warning · NDA-D-015

Waiver-of-bond language present

Best-practice NDAs waive the requirement to post a bond when seeking injunctive relief.

Warning · NDA-D-016

Governing-law clause present

NDA should specify the governing law of the agreement.

Critical · NDA-D-017

Governing law from a viable jurisdiction

Governing law should be chosen from a list of generally viable jurisdictions (Delaware, New York, California, Texas, England & Wales, Massachusetts, Illinois, Washington).

Note · NDA-D-018

No-precedent / no-MFN clause

NDA may state that signing does not create most-favored-nation obligations or precedent for future terms.

Note · NDA-D-019

Non-solicitation lacks general-solicitation carve-out

If a non-solicitation clause is present, it should carve out general solicitations not targeted at the other party's personnel.

Warning · NDA-D-020

No-license / no-ownership-transfer clause

NDA should state that disclosure does not transfer ownership or grant a license in the Confidential Information.

Warning · NDA-D-021

Authority / no-conflicting-obligation representation

NDA may include a representation that each party has authority to sign and that no conflicting obligations exist.

Warning · NDA-D-022

Successors-and-assigns with consent

Assignment should require consent and bind successors.

Warning · NDA-D-023

Unilateral NDA — only discloser/receiver framing present

In a unilateral NDA, exactly one party should bear the receiver obligations. Mutual / bilateral phrasing in a unilateral template signals a template mismatch.

Warning · NDA-D-025

Every run also applies 111 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

Sources

Often reviewed with

How it works

  1. Open vaulytica.com — no account, nothing to install.
  2. Drop your PDF or DOCX, or paste the text. The document type is detected and only the checks that belong to it run, inside your browser tab.
  3. Get a Word report in which every finding quotes the clause and cites the rule and source behind it — one of 1,946 checks across 286 document types.
Review your document — free →

More confidentiality & ip documents

Every document type →