NDA required-by-law clause
A required-by-law clause in an NDA says what happens if confidential information must be shared because a real legal demand requires it. You may also see it called a compelled disclosure clause.
A strong clause lets someone follow the law without turning that into a broad excuse to share more than necessary. This page explains what to look for and what to ask for.
Quick answer
A required-by-law clause says when confidential information may be shared because of a real legal demand. In a strong NDA, disclosure is allowed only when the law, a court, or a government agency actually requires it.
If the clause is missing, unclear, or too loose, information may be shared too early, too broadly, or without a fair chance to respond.
Common red flags include:
- no clear required-by-law clause at all
- wording that allows sharing when someone only thinks it is needed
- no requirement to give notice when notice is legally allowed
- no requirement to share only what is actually required
- no requirement to take reasonable steps to keep the information private when possible
- wording that reads like a general right to share information with agencies or others
Want help checking the actual wording?
Vesk reviews the actual required-by-law language in customer-drafted NDAs and helps you spot weak notice rules, overbroad disclosure rights, and wording that allows more sharing than a real legal demand requires.
Glossary (quick definitions)
Definition:
The required-by-law clause explains when confidential information may be shared because the law, a court, or a government agency truly requires it.
Why it matters:
- Real legal demands do happen.
- The NDA should say when disclosure is allowed, whether notice must be given, how much may be shared, and what protective steps should be taken.
- If the wording is too broad, more information may be shared than necessary.
- If the wording is missing or vague, you may lose the chance to ask that the request be narrowed or kept private.
Common red flags:
- The NDA does not address this issue at all.
- The NDA allows disclosure even when the law does not really require it.
- The NDA does not require notice when notice is legally allowed.
- The NDA does not require disclosure to be limited to what is actually required.
- The NDA does not require reasonable steps to protect the information.
- The wording sounds like a general right to share information with agencies or others.
What a reasonable clause looks like:
- Disclosure is allowed only when the law, a court, or a government agency actually requires it.
- The other side must give notice when notice is legally allowed.
- Only the minimum needed to comply may be shared.
- Reasonable steps must be taken to keep the information private when possible.
- The clause does not allow broad "we can share if we think we should" language.
What to look for
Below are common problems people miss and what to look for.
| Red flag | Why it's risky | What to ask for |
|---|---|---|
| The NDA has no clear required-by-law clause. | If the rule is missing, people may guess or panic when a real demand arrives. | Add a clear clause that allows compliance with a real legal demand without breaking the NDA. |
| The clause allows disclosure when someone only thinks it might be needed. | That turns a narrow exception into a broad right to share. | Limit disclosure to situations where the law, a court, or a government agency actually requires it. |
| The clause does not require notice when notice is legally allowed. | The other side may lose the chance to respond, narrow the request, or ask for private treatment. | Require prompt notice unless the law forbids it. |
| The clause does not require disclosure to be limited to what is actually required. | More information than necessary may be handed over. | Say that only the minimum required information may be shared. |
| The clause does not require reasonable steps to protect the information. | The information may be shared without asking for confidential treatment or other limits when those steps are available. | Require reasonable efforts to limit the disclosure and keep the information private when possible. |
Why not use ChatGPT or an AI contract assistant?
Chatbots and lighter-weight AI tools can help you review a contract faster, but they usually stop short of giving you a negotiation-ready output. For founders and business operators, the hardest part often comes after the review step: turning suggested changes into a real redline, explaining those edits clearly, and sending them back with confidence. Vesk is designed to take you further through that workflow for supported contract types.
Chatbots and AI contract assistants
- Better if you want a flexible, lower-cost starting point
- More sensitive to prompt wording and less consistent across repeated runs
- Often produce suggestions or summaries rather than a sendable package
- You still have to redline the Word document and defend the changes yourself
Vesk
- Better if you want an end-to-end NDA review, redlining, and negotiation workflow
- Designed for more consistent NDA review across repeated runs
- Benchmarks against industry-standard model agreements to help catch what matters
- Delivers a secure redline package with Word files, a negotiation brief, and a deal room
Calibrated against industry-standard agreements including Common Paper and Bonterms. Not endorsed by or affiliated with either.
What’s included in a secure redline package
Reviewing a contract is only part of the job. You still need a clear, professional way to send changes back and explain them, especially when the other side has procurement or in-house counsel. That is often the most stressful part for founders and business operators without legal training. A secure redline package is designed to make that step more organized, more defensible, and easier to handle with confidence. A secure redline package includes:
A negotiation brief that explains and supports the requested edits
A downloadable redlined Word .DOCX file with Track Changes on
A downloadable clean Word .DOCX file with the requested edits accepted
A secure deal room link you can review yourself or share with the counterparty
Trust & privacy
Vesk is a software tool, not a law firm. Vesk does not provide legal advice.
Vesk does not use your contracts or data to train its AI models. Vesk retains documents for no more than 30 days and deletes them earlier on request.
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Last updated: 2026-03-20