When NDAs Are Necessary Proprietary information, trade secrets, unreleased products, strategic plans, and sensitive data require confidentiality protection. Standard NDA Components Definition of confidential information Exclusions (public information, prior knowledge) Duration of confidentiality (typically 2-5 years) Permitted disclosures Return of materials clause Red Flags to Watch For Avoid overly broad NDAs that restrict portfolio work, indefinite terms, or agreements that cover public information.