Non-Disclosure Agreements: How to Use Them Without Slowing Down

Suze Dowling
Non-Disclosure Agreements: How to Use Them Without Slowing Down

Every founder I know has at least one story of oversharing too soon. The wrong candidate, contractor, or partner walks away with sensitive information—or worse, your idea. I’ve even seen a case where a founder interviewed someone for a role, only to watch that candidate build the same business themselves.

That’s where NDAs come in. They’re not about paranoia—they’re about giving you the confidence to share what you need to, while protecting the business you’ve poured energy into.

Here’s how I think about NDAs in practice.

What an NDA Actually Does

An NDA (non-disclosure agreement) is a simple contract that says: “I’ll share information with you, and you can’t use it or share it beyond what we’ve agreed.”

Two main flavors:

  • One-way NDA: Protects your information only. Clean and fast to execute.

  • Mutual NDA: Protects both sides when sensitive information flows both ways.

The point isn’t to make things complicated—it’s to set clear boundaries.

When to Use an NDA

NDAs make sense when:

  • You’re sharing sensitive information with a contractor, agency, or vendor.

  • You’re interviewing a candidate and need to reveal non-public details.

  • You’re exploring a partnership that requires deeper visibility.

They don’t make sense when:

  • You’re only talking in generalities.

  • The conversation doesn’t require any sensitive information.

If someone refuses to sign, it’s a signal. Keep the conversation high-level until trust or alignment is established.

How to Keep It Simple

  • Use a one-way NDA if you’re only disclosing your information.

  • Create a clean process:

    • Set up a contracts@ email to manage signatures and storage.

    • Keep a centralized tracker (Google Sheet, Notion, Asana—whatever your team already uses).

  • Don’t overthink it: a lightweight, standard NDA is enough in most cases.
Red Flags to Watch For in a Redlined NDA

If the other party sends changes, read carefully. Common things to check:

  • Definitions: Did they narrow “confidential information” in a way that leaves gaps?

  • Duration: Is the confidentiality period too short (or oddly long)?

  • Extra obligations: Did they add burdensome reporting or security requirements?

  • Use of information: Is it clear your info can’t be used for other purposes?

  • Exclusions: Are “publicly available” or “already known” definitions reasonable?

  • Termination: Do they slip in a clause that lets them exit too easily?

  • Liability & indemnification: Watch for terms that increase your exposure.

If you’re unsure, push back—or run it past legal.

Storing & Tracking Signed NDAs

Signed NDAs shouldn’t vanish into email inboxes. Keep them organized with:

  • Vendor/contractor name

  • Date signed

  • Term of the agreement

  • NDA type (one-way or mutual)

This makes it easy to know what’s in force and when it expires.

Quick Founder Checklist

1. Decide if you actually need to share sensitive info.

2. If yes, use a one-way NDA unless mutual disclosure is required.

3. Keep the language simple—don’t overcomplicate.

4. Watch for redline traps: definitions, duration, liability.

5. Store signed NDAs in a central spot with clear naming.

6. Track renewals and expirations so nothing slips.

FAQs

Do I need an NDA for every contractor?

Not always. If they’ll see sensitive, non-public information, yes. If not, it may just add friction.

Will asking for an NDA scare people off?

Serious vendors, candidates, and partners are used to it. If someone pushes back aggressively, that’s usually a red flag.

How long should confidentiality last?

Two to three years is common. Anything shorter may leave you exposed; anything longer is usually unnecessary.

Mini Glossary

  • NDA (Non-Disclosure Agreement): A legal contract preventing disclosure or misuse of sensitive information.

  • One-way NDA: Only one party discloses information; the recipient is bound to confidentiality.

  • Mutual NDA: Both parties disclose and protect each other’s information.

  • Redline: Marked-up changes to a draft contract.

Bottom Line

NDAs aren’t about slowing you down—they’re about giving you the confidence to share openly, knowing your business is protected. Use them where it matters, keep them simple, and track them like any other contract.

For the full playbook, head to Using NDAs Effectively inside The DTC Operator.