There must be millions of NDAs out there. How controversial can they be? One of my clients and I recently put together a form of NDA that was specifically designed to be easy to sign. We made it simple, one page; we took out a lot of the legal boilerplate; we did not take any aggressive positions (tried to make it completely evenhanded). 

So far, she has sent it to two companies and neither has signed it. In one case, we got back a revised draft that, in effect, put back all the provisions we took out. All but one of these “new provisions” are favorable to my client. So, we plan to agree to them. One example is they lengthened the duration of the NDA. 

Why would they do this? Who knows? The ways of lawyers are often mysterious. One lesson might be don’t bother trying to short cut the process because there is a good chance that your short cut will make for a long delay.

A couple of things to be aware of in NDA:. First, the duration – should it be infinite or for a stated number of years or some other period (and if for a specified period how long)?  At a minimum it should be long enough to protect confidential information for however long you think it will have value as a result of being confidential. Second, identification of what is and what is not confidential. Does the stuff have to be physically marked confidential or is it enough that one should know (or something in between)? Third, when does stuff cease to be confidential? When it enters the public domain? When it is generally known? Consider also what state you want to enforce the NDA in. There is a lot more that goes into these agreements, but if you think through these items, you have a good start.