Many businesses assume a standard non-disclosure agreement (NDA) is enough to protect sensitive information. In reality, even a signed NDA can fail if it’s vague, unenforceable, or legally flawed.
Lack of specificity
If an NDA doesn’t clearly define what’s confidential, it might not be enforceable. Courts often reject agreements that simply say “any and all information.”
Contracts should list protected data types: source code, client lists, financials, prototypes, etc.
Overreaching or illegal terms
NDAs that try to ban too much — or last indefinitely — can violate local laws.
– In the U.S., NDAs must be “reasonable” in scope and duration
– In the EU, restrictions must be justified and proportionate
Overly broad terms risk the entire agreement being voided.
No proof of damage
Even if a breach occurs, the burden is on you to prove actual harm. Courts often reject claims without solid evidence that the leak caused measurable loss.
Sloppy execution
Was the NDA signed by the right party? Dated? Jurisdiction defined? Missing details or backdated signatures can render the document unenforceable.
Legal mismatch
An NDA written under one country’s laws might be invalid elsewhere. This is critical in international partnerships where jurisdictions differ.
DocuChain helps you sign NDAs online with clarity and confidence using structures aligned with real-world legal standards.
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