Foreign client NDA — what confidential information really means

A one-page NDA before the MSA. “Standard, everyone signs.” It sets what you cannot say, for how long, and penalties.

Definition scope

Often: marked confidential or reasonably understood as secret — very wide.

Ask for: marked confidential or listed in Exhibit A.

Carve-outs

Must exclude: public info, prior knowledge, third-party receipt, independent development.

Term

2–3 years typical. 5 years + perpetual trade secrets is heavy.

Residuals

Unaided memory clauses — client tries to limit even general skills retained.

Liquidated damages

Fixed $ per breach — compare to project fee.

NDA survives if you reject the project. For certified copies: sworn translation. For understanding: AI review.

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Informational only, not legal advice.