Most DIY NDAs define confidential information as “any information shared between the parties.” That definition is either too broad or too narrow depending on which party’s attorney argues it.

Courts in California, New York, and Texas have declined to enforce NDAs where the definition of confidential information was so sweeping that it would cover ordinary business conversations. Conversely, a definition so narrow that it only covers written documents leaves oral disclosures unprotected.

A well-drafted NDA defines confidential information by category (trade secrets, pricing, client lists, technical data), excludes publicly available information, and addresses whether oral disclosures are covered and how.

Many DIY NDAs are unilateral: they only protect one party’s information. That is appropriate when only one party is disclosing. But when both parties will share confidential information, a unilateral NDA leaves one side’s information completely unprotected.

This happens constantly with freelancers and founders. Two parties sit down, one person pulls a template from the internet, both parties sign, and only one party has any actual protection under the document they both just executed.

Furthermore, some DIY templates use mutual language in the definitions section but unilateral language in the obligations section. The mismatch creates ambiguity that weakens the whole agreement.

If someone breaches your NDA and starts disclosing your confidential information right now, you need a court order to stop them. That order is called an injunction. Getting one quickly requires demonstrating that monetary damages would be inadequate and that irreparable harm is occurring.

Without an injunctive relief clause in the NDA, you must prove this from scratch in an emergency hearing. With the clause, the agreed language gives courts a contractual basis to act faster. The difference can be days of ongoing disclosure while you argue your case.

This clause is standard in every professionally drafted NDA. It is almost universally absent in templates pulled from the internet.

An NDA without a governing law clause leaves both parties uncertain about which state’s law applies. This matters because NDA enforceability varies significantly across US states.

California, for example, has specific restrictions on NDAs related to employment disputes and sexual harassment claims. Texas and New York have different standards for what constitutes a reasonable confidentiality scope. If your NDA does not specify governing law, a dispute may trigger a preliminary argument about jurisdiction before anyone gets to the substance of the breach.

Furthermore, without a venue clause specifying where disputes will be resolved, a party may be forced to litigate in an inconvenient jurisdiction, effectively making enforcement cost-prohibitive for a smaller party.

Some DIY NDAs have no expiry date at all. Others say the agreement lasts “forever” or “indefinitely.” Both approaches create enforceability problems in most US jurisdictions.

Courts in many states are reluctant to enforce NDAs with unreasonably long terms, finding them to be an unreasonable restraint on trade. Courts in some states will limit or refuse to enforce perpetual NDAs for non-trade-secret information.

The appropriate duration depends on what is being protected. Trade secrets can be protected indefinitely under the Uniform Trade Secrets Act, but the NDA should say so explicitly. Non-trade-secret confidential information is typically protected for two to five years in most US jurisdictions.