Avoid These Common NDA Pitfalls to Protect Your Business
Ken Engel
Why NDAs Matter—But Can Fail You
In today’s fast-paced and highly competitive business world, Non-Disclosure Agreements (NDAs) are more than just formalities—they’re vital tools for protecting proprietary information, client relationships, and intellectual property. However, NDAs don’t always offer the airtight protection many assume. As a business attorney serving Minnesota and Wisconsin, I’ve seen firsthand how poorly drafted or misunderstood NDAs can leave companies exposed to unnecessary risk.
Whether you’re a startup founder in Minneapolis, a contractor in Hudson, or a professional consultant in Madison, here’s what you need to know to make sure your NDA does what it’s supposed to.
The Dangers of Overly Broad Language
One of the most common mistakes in NDA drafting is using vague or overly broad definitions of “confidential information.” While it might seem safer to cover everything, sweeping language often backfires. Courts may refuse to enforce NDAs that lack specificity or clarity.
To ensure enforceability, define exactly what constitutes confidential material and tailor your NDA to the relationship at hand. I regularly help clients in Milwaukee and River Falls craft clear, customized NDAs that protect what matters most—without crossing into unenforceable territory.
The Importance of Jurisdiction Clauses
If your NDA doesn’t specify which state’s laws govern the agreement, you’re inviting legal confusion. This is especially critical when dealing with out-of-state or international partners.
Including a clear jurisdiction and venue clause ensures that if a dispute arises, you know where it will be handled—and under which laws. As a non-disclosure agreement attorney in St. Paul and Madison, I always emphasize the value of locking this down early to avoid costly legal battles later.
Time Limits: Your NDA Isn’t Forever
Contrary to popular belief, NDAs are not permanent. A well-drafted NDA should specify a reasonable duration based on the nature of the shared information. Trade secrets might warrant longer protection, but general business discussions likely do not.
When reviewing NDAs with clients in Minneapolis or Hudson, I help them set time frames that reflect their business needs while staying within legal norms.
Unrealistic Expectations and Legal Boundaries
NDAs have their limits. They can’t prevent disclosures about illegal activity or threats to public safety. Attempting to use an NDA to suppress this kind of information can render it void—and expose your business to liability.
If you're unsure where your NDA crosses the line from protective to problematic, seeking legal advice on NDA compliance in Wisconsin or Minnesota is a smart move.
Don’t Let NDAs Hurt Your Reputation
Using NDAs to silence whistleblowers or bury negative information is risky business. Not only can this approach backfire legally, but it also harms your brand and public trust. I advise clients across Madison, Milwaukee, and St. Paul on how to use NDAs ethically and strategically—never as a tool for concealment or coercion.
The Risk of Too Many Versions
Having multiple NDA templates floating around your organization can create confusion and legal vulnerability. A standardized approach to NDAs —with clear, updated language—is essential for reducing risk and maintaining consistency across vendors, partners, and employees.
If your business is using outdated or inconsistent NDA forms, I can help review and streamline your documentation to keep everything aligned and enforceable.
NDAs Are Just One Part of the Puzzle
NDAs are important—but they shouldn’t be your only defense. A comprehensive confidentiality strategy should include access controls, internal policies, and secure communication protocols.
If you're relying solely on an NDA, you're likely missing key protections. As a business lawyer working one-on-one with companies throughout Minnesota and Wisconsin, I offer guidance that goes beyond the paperwork.
Need a Second Look at Your NDA? If you’re using a template NDA—or aren’t sure if your agreement offers real protection—I can help. Reach out today for a personalized consultation in Minneapolis, St. Paul, Madison, Hudson, Milwaukee, or River Falls. Let’s make sure your business is protected from all angles.