Permitted Disclosures and Carve‑Outs in NDAs: What to Always Ask For

An NDA is not just about what you cannot say. It is also about what you are allowed to do.

That second part is handled by carve-outs and permitted disclosures.

What Are "Carve-outs" in an NDA?

Carve-outs are exceptions that say certain information is not confidential, or certain disclosures are allowed.

Without carve-outs, even normal business behavior can become a breach.

The Essential Carve-outs

These are standard in fair NDAs:

• Information already known to the recipient.
• Information independently developed without using confidential information.
• Information that becomes public through no fault of the recipient.
• Information received from a third party lawfully.

Permitted Disclosures You Should Ask For

1. Disclosures to employees and contractors

You need to share information internally to evaluate a deal or deliver work.

2. Disclosures to professional advisors

Accountants, lawyers, and financial advisors should be included.

3. Disclosures required by law

Subpoenas and regulatory demands happen. The NDA should explain notice and cooperation.

A good NDA includes a clear legal-process clause: notify, cooperate, and disclose only what is required.

Red Flags

1. No advisor disclosure

If you cannot share with a lawyer, you cannot safely evaluate the agreement.

2. "Confidential unless marked" but no marking process

Marking requirements must be practical and consistent.

Quick Answers (AEO)

What are carve-outs in an NDA?

Exceptions that prevent normal or independent information from being treated as confidential.

Are disclosures to attorneys allowed?

They should be. If they are not, negotiate it in.

If you want to quickly check whether an NDA has the right carve-outs, paste it into Clauze and Clauze reads what you can share and with whom.