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The following paragraph stood out as unusual for an NDA that a friend was asked to sign:

“Terms and Termination. This Agreement shall terminate two (2) year(s) after the Effective Date. The Recipient's obligations under this Agreement shall survive termination of the Agreement between the parties and shall be binding upon the Recipient's heirs, successors and assigns indefinitely”

Is this “typical” language for a NDA contract, or does this go further then most “standard” NDA contracts? Or have you seen “similar” language in NDAs previously? I’m not asking about legality; or whether this would be binding if taken to trial, fyi.

Thank you for any input you can provide specific to the paragraph above in quotations.

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This would not be terribly unusual and would probably be enforceable. An NDA's restrictions would almost always survive the term of the agreement and keeping what you promised not to disclose secret forever would be a pretty common default. If you inherit nuclear missile designs in an old trunk from your grandfather from when he worked for a defense contractor, you can't give them to a terrorist group either.

There is not "standard" NDA, but there are provisions which are more common to include in some form and those that are less common.

If it was breached, there would be a statute of limitations running from the discovery of the breach to file suit, however. Also, damages would be minimal if the confidential information became outdated, for example, because the business in question ceased to exist a couple of decades ago, and no one would spend the money to enforce it.

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    The line about “heirs, successors and assigns indefinitely” just seemed to be a bit much. But i can see being held responsible if i were to let a family member unintentionally get ahold of the information. In this scenario I’m not holding my end of the agreement to protect the information. Makes sense. Appreciate your Answer.
    – WildernessOfMirrors
    Commented Jun 29, 2018 at 23:49
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    Keep in mind that often an NDA party is a company and that the company might be gobbled up next month by another company. You'd want the successor company (successors and assigns) to be bound.
    – ohwilleke
    Commented Jun 29, 2018 at 23:58
  • Ahh, even clearer now. i can’t upvote your answer because i haven’t reached the threshold to do so on the law stack, but i did try! Thanks!
    – WildernessOfMirrors
    Commented Jun 30, 2018 at 0:03

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