NDA

Free · All 50 States · Updated July 2026

Non-Disclosure Agreement

Not Attorney-ReviewedAuthor: Arjun AnnamalaiMethodology: Statutory Verification

A contract that legally binds parties to keep specified information confidential.

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What Is a Non-Disclosure Agreement?

A Non-Disclosure Agreement (NDA), also called a confidentiality agreement, is a legally binding contract between two or more parties that establishes a confidential relationship. The party or parties who sign the agreement commit to not disclosing any information covered by the agreement. NDAs are used in business settings to protect trade secrets, proprietary processes, client lists, financial data, and other sensitive information when it must be shared with employees, contractors, partners, or potential investors. There are two main types: a unilateral NDA (one party discloses, the other keeps it confidential) and a mutual NDA (both parties share and agree to protect each other's confidential information).

Why You Need a Non-Disclosure Agreement

Without an NDA, anyone who receives your confidential business information has no legal obligation to keep it secret. An NDA creates a clear legal framework for what information is protected and what the consequences are for unauthorized disclosure. NDAs are essential when: hiring employees or contractors who will have access to proprietary systems or client data; entering business negotiations with potential partners or investors; sharing proprietary technology or processes with vendors; and when collaborating with other companies on joint projects. A well-drafted NDA can be the difference between protecting your competitive advantage and having trade secrets leaked to competitors.

Key Components

Parties

Full legal names and roles of the disclosing party and receiving party (or both, for mutual NDAs).

Definition of Confidential Information

Precise description of what information is considered confidential and protected under the agreement.

Obligations of Receiving Party

What the receiving party must do (and not do) with the confidential information.

Exclusions

Information that is NOT covered: publicly known information, independently developed info, info received from third parties without restriction.

Term and Duration

How long the NDA lasts and how long after termination confidentiality obligations survive.

Permitted Disclosures

Circumstances under which disclosure is permitted, such as legal compulsion or with prior written consent.

Remedies

Consequences for breach, including injunctive relief and damages.

Governing Law

Which state's laws govern the agreement and where disputes will be resolved.

Questions & Answers

Frequently Asked Questions

How long does an NDA last?

The term varies. Many NDAs last 1–5 years. Some have indefinite terms for trade secrets. The appropriate duration depends on how long the information needs protection and the nature of the business relationship.

Can an NDA be enforced?

Yes, NDAs are generally enforceable if they are reasonable in scope, duration, and geographic reach. Overly broad NDAs may be struck down by courts. Courts in some states (like California) heavily scrutinize NDAs.

Does an NDA need to be notarized?

No. NDAs are contracts that require only signatures of the parties. Notarization is not required for an NDA to be legally valid.

What is the difference between a unilateral and mutual NDA?

A unilateral NDA has one disclosing party and one receiving party. A mutual NDA (also called a bilateral NDA) applies to both parties equally — both share confidential information and both agree to protect the other's information.

What happens if someone violates an NDA?

The injured party can sue for breach of contract and seek injunctive relief (a court order to stop further disclosure), monetary damages, and in some cases attorney's fees. The specific remedies depend on the NDA's terms and state law.