I have already tried to attack the delicate subject of the use of legal forms once. Certainly one of the more abused "forms" is the nondisclosure agreement or NDA. Clients often like to get a "standard" NDA which they then apply in all sorts of circumstances. Some clients are very savvy about NDAs and really know the issues and how to edit and negotiate them. Some clients have themselves developed a set of very sophisticated NDA forms covering the universe of business circumstances with which they deal. For may reasons, it is really nice to have clients who can and do deal with their own NDAs. For one, the need for an NDAs tends to come up fast and clients sometimes do not want to slow down a deal to negotiate one. This is especially true if getting their lawyer involved will mean the other party gets their lawyer and soon cycle times start going up. But, if you are not one of those clients that knows, you can make missteps. Here is an example:

To state the obvious, different forms are worded different ways to serve different purposes. One form might define confidential information as anything that is marked confidential and that is all. Another form might define confidential information as anything that is marked confidential and anything that the recipient knows or should reasonably know is confidential. You might want one formulation when you are the recipient of confidential information and another when you are not. In order to avoid unintended consequences, you need to understand why you are agreeing to a particular formulation. Random use of the same form to differing circumstances can lead to unintended consequences.

Of course, you may not have the bandwidth to learn what your lawyer knows, and calling your lawyer before you sign any document could be unreasonable for a variety of reasons. In the end you have to learn enough about the stuff you deal with on a regular basis and you need to exercise judgment – the true challenge of a business person.