Critical Red Flags
Perpetual Duration: Confidentiality obligations that never expire.
Residuals Clause: Allows use of information in 'unaided memory'.
Non-Solicitation: Hidden ban on hiring their employees.
Unilateral Protection: Only protects *their* secrets, not yours.
Must-Have Clauses
Definition of Confidential Info: Clear and specific scope.
Permitted Disclosures: To lawyers, accountants, etc.
Return of Materials: Process for destroying data after.
Term Limit: Typically 2-5 years.
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