Should I sign an NDA with no expiration date?

Here are three common red flags to watch for:

• No end date – Some NDAs, especially those covering trade secrets, may last indefinitely. But for most types of business information, courts expect a reasonable time limit. NDAs that cover non–trade-secret information generally can't last forever. Many agreements set terms like two or five years, which makes them easier to enforce.
• Overly broad terms – If "confidential information" isn't clearly defined, you could end up restricted in ways that hurt your business. A balanced NDA usually excludes things like:
  • Information already public.
  • Knowledge your business already had or developed independently.
  • Information legally received from another source not bound by the NDA.
• Vague obligations – If the NDA doesn't spell out exactly what you must protect and how, it can create confusion and legal risk down the road.

The good news is that NDAs are often negotiable. Many businesses expect some back-and-forth on timelines, definitions, and exceptions. By raising concerns early, you can protect your business interests while still showing good faith in the relationship.

What to consider in your specific situation

While these general points apply broadly, each NDA should be reviewed in context. A few factors that may affect whether you should sign include:

• Whether the NDA covers trade secrets or just general business discussions.
• How confidential information is defined and whether exclusions are included.
• The length of the agreement and whether it's reasonable for your industry.
• The scope of restrictions and how they could affect your business operations.
• The balance of bargaining power between your business and the other party.
• Any state or international laws that may affect enforceability.

Because every situation is different, it can help to get information specific to your business. You can ask your own question in Rocket Copilot to understand your options, or connect with a Legal Pro to learn more.