NDA review example
A complete Sneaky Terms review of a fictional non-disclosure agreement. The agreement is printed in full under the findings, so you can check every quotation against it.
Published September 19, 2026
The agreement is made up
We wrote the Quillmere Analytics non-disclosure agreement for this example. The people and companies in it do not exist. It is not a template and should not be used as one. It deliberately mixes ordinary terms with terms worth questioning.
This review takes the side of Jordan Avery, the designer being asked to sign
The review is written for the person receiving the information, not for the company sending the NDA. Read from the company's side, several findings would reverse. A clause that protects the company is a risk to the person signing it, and the other way round.
On this page the main questions · the findings · the full agreement · how this example was made
The main questions to ask
If this agreement landed in your inbox, these are the questions the review would send you back with. They are questions to raise, not wording to insist on.
- Why does an agreement about confidentiality also limit who I can work for, and who decides which companies count as competitors?
- Can the duty to keep ordinary information confidential have an end date?
- Why is there a fixed $25,000 for each breach whatever the loss, and can legal costs be left for a court to award?
- Will you keep my proposal confidential too, and can you use my ideas if you do not hire me?
- Can I mention the work once it is public, and share what I need to with my own advisers?
Not every clause here is a problem. The review rated the exclusions in clause 3 and the residual knowledge clause as fair. It did not flag the ordinary terms on disclosure required by law, returning materials, or the entire agreement clause.
Serious concerns. Read carefully.
Quillmere Analytics non-disclosure agreement
September 18, 2026
This review assumes you are Jordan Avery, the independent designer. This is a one-way NDA from Quillmere Analytics that governs confidential information shared so you can prepare a proposal for dashboard design work. It contains several severely one-sided clauses that go well beyond standard NDA terms.
Key issues found
- •Non-compete blocks you from working for their competitors for 12 months
- •Confidentiality obligations last forever, not a fixed term
- •$25,000 penalty per breach plus all their legal costs
- •They can freely use your ideas and designs without paying you
All Findings (11)
Broad non-compete disguised as NDA clause
They can block you from working with anyone they call a competitor for a year.
The Fine Print
“For twelve (12) months after the most recent disclosure of Confidential Information, the Recipient shall not provide design, analytics or consulting services to any business that competes with the Company or that the Company identifies as a competitor from time to time.”
In Plain English
This is a non-compete clause hidden inside an NDA. It stops you from doing design, analytics, or consulting work for any competitor for 12 months after the last disclosure. Worse, Quillmere gets to decide who counts as a competitor at any time, giving them open-ended power to block your livelihood.
Real World Example
You sign this NDA just to prepare a proposal. Quillmere never hires you, but six months later they email you a list of 30 companies they consider competitors, and you are already working for one of them. They demand you stop immediately.
What You Can Do
Consider asking to remove this clause entirely, or at minimum request a fixed, named list of competitors and a much shorter restriction period. Laws vary by country. A local lawyer can tell you exactly where you stand.
$25,000 penalty per breach plus all legal costs
You owe $25,000 per slip-up plus all their lawyer bills, even if they lost nothing.
The Fine Print
“For each breach the Recipient shall pay the Company liquidated damages of $25,000, regardless of the loss actually suffered, in addition to any other remedy. The Company is also entitled to seek an injunction, and the Recipient shall reimburse all legal costs the Company incurs in enforcing this Agreement, whether or not proceedings are issued.”
In Plain English
Every single breach triggers a flat $25,000 penalty, even if Quillmere suffers zero actual loss. On top of that, you pay all their legal costs even if they just send a threatening letter and never go to court. This creates a massive financial threat for an independent freelancer.
Real World Example
You accidentally mention Quillmere's name in a portfolio piece. They claim two breaches (naming the company and referencing the work), demand $50,000, and add $8,000 in legal fees for the demand letter.
What You Can Do
Consider asking to remove the liquidated damages clause or reduce it to actual provable losses, and request that legal costs only be awarded by a court, not automatically.
SneakyConfidentiality obligations last forever
You are bound to secrecy forever, with no end date, ever.
The Fine Print
“The Recipient's obligations in respect of all Confidential Information, of every kind, shall survive expiry or termination of this Agreement and shall continue in perpetuity.”
In Plain English
Your confidentiality obligations never expire. Many NDAs set a fixed survival period of a few years after the agreement ends. A perpetual obligation for a pre-proposal NDA is excessive and means you are bound for life.
Real World Example
Ten years from now, you vaguely recall a data point Quillmere shared. You mention something similar in a blog post. Quillmere claims a breach and demands $25,000.
What You Can Do
Consider requesting a fixed survival period, such as 2 to 3 years after the agreement ends.
They can use your ideas and designs for free
They can use your design ideas and proposals and never pay you a cent.
The Fine Print
“The Company makes no undertaking of confidentiality in respect of any information, concept, design, method or proposal that the Recipient provides to the Company, and the Company may use any such material freely, without restriction and without payment.”
In Plain English
Anything you share with Quillmere, including your design concepts, methods, and proposals, becomes theirs to use however they want without paying you. This means they could take your proposal ideas, hand them to a cheaper designer, and owe you nothing.
Real World Example
You spend a week creating a detailed dashboard proposal with original design concepts. Quillmere decides not to hire you but hands your mockups to an in-house designer to replicate.
What You Can Do
Consider adding a clause that protects your pre-existing IP and requires payment or a separate agreement before they can use any designs you submit.
No portfolio or reference use allowed
You can never mention this client or this work anywhere without their permission.
The Fine Print
“The Recipient shall not refer to the Company, the Purpose, or any work carried out for the Company in any portfolio, case study, website, social media post or pitch, whether or not Confidential Information is revealed, without the Company's prior written consent.”
In Plain English
You cannot mention Quillmere or any work you did for them anywhere without their written consent, not in your portfolio, on your website, on LinkedIn, or in pitches to other clients. For a freelancer, being unable to reference past work is a serious career limitation.
Real World Example
You complete a beautiful dashboard project. A prospective client asks to see recent work. You cannot show or even mention the Quillmere project without getting written permission first.
What You Can Do
Consider requesting an automatic right to list Quillmere as a client and show non-confidential work samples after the project ends.
Competitor list controlled entirely by Quillmere
They can keep adding companies to the banned list whenever they feel like it.
The Fine Print
“any business that competes with the Company or that the Company identifies as a competitor from time to time”
In Plain English
The non-compete does not use a fixed list of competitors. Quillmere can add names to the competitor list whenever they want, expanding the restriction after you have already signed. You have no say and no way to predict who will be off-limits.
Real World Example
Three months in, Quillmere emails you saying they now consider a startup you are already working with to be a competitor. You must choose between breaching this NDA or dropping a paying client.
What You Can Do
Consider requesting a fixed, named list of competitors attached as a schedule, with no right to add names after signing.
WatchfulGoverning law and courts chosen by the Company
If there is a dispute, you have to go to their home turf, wherever that is.
The Fine Print
“This Agreement is governed by the laws of the place in which the Company is registered, and the courts of that place have exclusive jurisdiction over any dispute arising from it.”
In Plain English
Disputes must be handled in whatever jurisdiction Quillmere is registered in. If that is far from where you live, you would need to travel and hire a lawyer there. The clause does not even name the jurisdiction, so you may not know where you would have to go.
What You Can Do
Consider asking for the jurisdiction to be explicitly named, and request that disputes can also be heard where you are based.
Confidential Information defined very broadly
Everything they tell you is secret, even if they never say it is.
The Fine Print
“"Confidential Information" means any and all information disclosed by or on behalf of the Company to the Recipient, in any form and by any means, whether or not marked or identified as confidential, together with all notes, analyses, summaries and other materials prepared by the Recipient that contain, reflect or are derived from such information.”
In Plain English
Everything Quillmere shares with you is treated as confidential, even if they never label it as such, unless it falls under the exclusions in clause 3. Your own notes and analyses also become confidential information. This is broader than NDAs that only cover information marked confidential or confirmed in writing.
What You Can Do
Consider requesting that only information marked as confidential, or confirmed in writing within a set number of days, counts as Confidential Information.
Subcontractor and adviser disclosure needs written consent
You need their permission before you share any of this with your own lawyer.
The Fine Print
“Disclosure to any subcontractor, collaborator, accountant, insurer, legal adviser or other third party requires the Company's prior written consent in each case.”
In Plain English
You need Quillmere's written permission before you can share anything with your own accountant, insurer, or even your lawyer. While protecting confidentiality is reasonable, requiring consent to speak with your own legal adviser could prevent you from getting advice about this very agreement.
What You Can Do
Consider requesting an automatic exception for disclosure to your own legal and financial advisers under their own duty of confidentiality.
CleanStandard exclusions from confidentiality
Standard carve-outs that protect you if the info was already public or yours.
The Fine Print
“Confidential Information does not include information that the Recipient can prove, by written records dated before the relevant disclosure: (a) was already publicly available through no act of the Recipient; (b) was already lawfully in the Recipient's possession; (c) was received from a third party free to disclose it; or (d) was developed by the Recipient independently without use of the Confidential Information.”
In Plain English
This is a standard set of exclusions that protects you from being held responsible for information that was already public or that you already knew. The requirement for written proof is slightly strict but not unusual.
What You Can Do
These exclusions are standard and reasonable. No changes needed.
Residual knowledge clause
You can still use general skills you pick up, just not memorized secrets.
The Fine Print
“Nothing in this Agreement prevents the Recipient from using general skills, experience and know-how retained in unaided memory, provided the Recipient does not intentionally memorise Confidential Information for that purpose and does not disclose the Company's identity or the source of that knowledge.”
In Plain English
This clause lets you use general skills and knowledge you naturally remember, which is fair and standard. It protects your ability to keep working in your field without worrying that every technique you learned is off-limits.
What You Can Do
This is a helpful clause for you. No changes needed.
Missing Protections (5)
No mutual confidentiality obligations
This NDA is entirely one-way. Quillmere has zero obligation to keep your information confidential. You will likely share business details, pricing, methods, and client lists during the proposal process, and Quillmere can share all of that with anyone.
Suggested language
“The Company shall treat as confidential any proprietary business information, pricing, methods, or client information disclosed by the Recipient in connection with the Purpose, and shall not disclose such information to third parties or use it for any purpose other than evaluating the Recipient's proposal.”
No cap on your total liability
With $25,000 per breach, no limit on the number of breaches, and an obligation to pay all of Quillmere's legal costs, your total financial exposure is unlimited. For a freelancer preparing a proposal, this is disproportionate.
Suggested language
“The Recipient's total aggregate liability under this Agreement, including liquidated damages and legal costs, shall not exceed [agreed amount, e.g. the total fees paid under any engagement or $5,000], regardless of the number of claims or breaches alleged.”
No right to terminate the agreement
The agreement covers disclosures made over two years (clause 12) but gives neither party a right to end it earlier. Combined with the perpetual survival of obligations and the non-compete, you have no way to end the restrictions yourself.
Suggested language
“Either party may terminate this Agreement by giving thirty (30) days' written notice to the other party. Upon termination, the Recipient's obligations under Clauses 4, 5 and 6 shall continue for a period of [2/3] years from the date of termination, and all other obligations shall cease.”
No definition of what constitutes a breach
The agreement does not define what counts as a breach or provide any notice-and-cure period. Quillmere could claim a $25,000 penalty for an accidental, minor, or technical breach without giving you any chance to fix it first.
Suggested language
“Before claiming liquidated damages, the Company shall provide the Recipient with written notice specifying the alleged breach in reasonable detail. The Recipient shall have fourteen (14) days from receipt of such notice to cure the breach. Liquidated damages shall only become payable if the breach is not cured within that period.”
No protection for pre-existing intellectual property
The agreement does not carve out your pre-existing IP, tools, templates, or methods. Combined with the clause letting Quillmere use your proposals freely, anything you share is theirs to use without restriction.
Suggested language
“Nothing in this Agreement transfers ownership of the Recipient's pre-existing intellectual property, tools, templates, or methodologies. Any materials shared by the Recipient remain the Recipient's property unless a separate written agreement provides otherwise.”
What to do next
Do not sign this contract as written. Bring the flagged clauses to a local lawyer.
This report was generated by Sneaky Terms. It is not legal advice. Consult a qualified attorney for legal guidance.
sneakyterms.ai
Suggested wording in a report shows the kind of change to ask for. It is not drafting to paste into an agreement.
The full agreement
This is the complete text the review above was run on. It is fictional and it is not a template. Every quotation in the findings appears here word for word.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into between Quillmere Analytics Ltd ("the Company") and Jordan Avery, an independent data visualisation designer ("the Recipient").
1. PURPOSE. The Company is considering engaging the Recipient to design customer-facing dashboards. To allow the Recipient to prepare a proposal, the Company will share information about its products, customers and plans ("the Purpose").
2. CONFIDENTIAL INFORMATION. "Confidential Information" means any and all information disclosed by or on behalf of the Company to the Recipient, in any form and by any means, whether or not marked or identified as confidential, together with all notes, analyses, summaries and other materials prepared by the Recipient that contain, reflect or are derived from such information.
3. EXCLUSIONS. Confidential Information does not include information that the Recipient can prove, by written records dated before the relevant disclosure: (a) was already publicly available through no act of the Recipient; (b) was already lawfully in the Recipient's possession; (c) was received from a third party free to disclose it; or (d) was developed by the Recipient independently without use of the Confidential Information.
4. USE AND CARE. The Recipient shall use the Confidential Information only for the Purpose and shall protect it with at least the same degree of care the Recipient uses for the Recipient's own confidential information, and no less than reasonable care.
5. PERMITTED DISCLOSURE. The Recipient shall not disclose Confidential Information to any person other than the Recipient's own employees who need to know it for the Purpose. Disclosure to any subcontractor, collaborator, accountant, insurer, legal adviser or other third party requires the Company's prior written consent in each case.
6. DISCLOSURE REQUIRED BY LAW. The Recipient may disclose Confidential Information to the extent required by law or by a court or regulator, provided the Recipient gives the Company prompt written notice where permitted and discloses only what is required.
7. ONE-WAY OBLIGATIONS; IDEAS AND FEEDBACK. The obligations in this Agreement apply to the Recipient only. The Company makes no undertaking of confidentiality in respect of any information, concept, design, method or proposal that the Recipient provides to the Company, and the Company may use any such material freely, without restriction and without payment.
8. NO PUBLIC REFERENCE. The Recipient shall not refer to the Company, the Purpose, or any work carried out for the Company in any portfolio, case study, website, social media post or pitch, whether or not Confidential Information is revealed, without the Company's prior written consent.
9. RESTRICTION ON SIMILAR WORK. For twelve (12) months after the most recent disclosure of Confidential Information, the Recipient shall not provide design, analytics or consulting services to any business that competes with the Company or that the Company identifies as a competitor from time to time.
10. RESIDUAL KNOWLEDGE. Nothing in this Agreement prevents the Recipient from using general skills, experience and know-how retained in unaided memory, provided the Recipient does not intentionally memorise Confidential Information for that purpose and does not disclose the Company's identity or the source of that knowledge.
11. RETURN OF MATERIALS. Within fourteen (14) days of a written request, the Recipient shall return or destroy all Confidential Information in the Recipient's possession, except that the Recipient may retain one archival copy solely to comply with legal or professional record-keeping obligations, which remains subject to this Agreement.
12. TERM AND SURVIVAL. This Agreement applies to disclosures made during the two (2) years following the date of signature. The Recipient's obligations in respect of all Confidential Information, of every kind, shall survive expiry or termination of this Agreement and shall continue in perpetuity.
13. REMEDIES. The Recipient agrees that any breach of this Agreement will cause the Company harm that is difficult to measure. For each breach the Recipient shall pay the Company liquidated damages of $25,000, regardless of the loss actually suffered, in addition to any other remedy. The Company is also entitled to seek an injunction, and the Recipient shall reimburse all legal costs the Company incurs in enforcing this Agreement, whether or not proceedings are issued.
14. NO OBLIGATION; NO LICENCE. Nothing in this Agreement obliges either party to enter into any further agreement. No licence or right to any intellectual property is granted to the Recipient by the disclosure of Confidential Information.
15. GOVERNING LAW. This Agreement is governed by the laws of the place in which the Company is registered, and the courts of that place have exclusive jurisdiction over any dispute arising from it.
16. ENTIRE AGREEMENT. This Agreement is the entire agreement between the parties about its subject matter. Any change must be made in writing and signed by both parties.
How this example was made
We wrote the agreement, then ran it through the same full analysis a customer gets, on September 18, 2026. Nothing about the product was changed for the example.
We then checked the report against the whole agreement. An automated test confirms that every quotation appears in the agreement word for word. Each figure, and each finding against the clauses that balance it, was checked with the help of AI, and a person on the Sneaky Terms team read the result against the full agreement before it was published. We corrected 10 statements. We did not add findings or change any rating.
This example has not been reviewed by a lawyer. Sneaky Terms is not a law firm, and an automated review can be wrong. How we write our guides and examples
See the 10 corrections
- Summary, first key issue. Accuracy. The report said the non-compete "blocks you from similar work". Clause 9 restricts work for competitors, not all similar work, so that condition was restored.
- Finding 2 ($25,000 per breach), example. Wording. "Solicitor fees" became "legal fees". Our examples stay neutral about location.
- Finding 3 (obligations last forever), explanation. Accuracy. Removed "Standard NDAs typically set a 2 to 5 year survival period". A claim about what most NDAs contain cannot be checked against this agreement. It now says many NDAs set a fixed period of a few years.
- Finding 3 (obligations last forever), suggestion. Accuracy. Removed "which is standard for this type of NDA", for the same reason.
- Finding 4 (your ideas and designs), plain English line. Wording. "Steal" became "use". The clause permits the use, and we do not imply wrongdoing.
- Finding 5 (portfolio and references), explanation. Accuracy. Restored "without their written consent", a condition that is in the quoted clause.
- Finding 8 (definition of confidential information), explanation. Accuracy. The report said everything shared is "automatically confidential". Clause 3 excludes some information, so the explanation now points to it. A claim about what typical NDAs require was also removed.
- Finding 9 (advisers need consent), plain English line. Accuracy. The report said permission is needed "to even talk to your own lawyer". The clause restricts sharing confidential information with advisers, so the line was narrowed to that.
- Missing protection 3 (no right to terminate), explanation. Accuracy. The report said the agreement has no termination clause. Clause 12 sets a two-year period for disclosures, so it now says there is a period but no right to end it early.
- Missing protection 5 (your existing work), explanation. Accuracy. "Theirs to keep" became "theirs to use without restriction". Clause 7 grants use, not ownership.
This page is general information, not legal advice. Laws vary by country. A local lawyer can tell you exactly where you stand.
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