Non-Disclosure Agreement

What Is a Non-Disclosure Agreement? A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract that creates a legal obligation to keep certain information private. NDAs are widely used in business to protect trade secrets, proprietary information, client lists, financial data, and other sensitive material shared between parties during negotiations, employment, or business partnerships. ## Types of NDAs - **Unilateral (one-way) NDA** protects information disclosed by one party to another - **Mutual (bilateral) NDA** protects confidential information shared by both parties - **Multilateral NDA** involves three or more parties where at least one discloses information ## Essential Elements An effective NDA should clearly define what constitutes confidential information, the obligations of the receiving party, the permitted uses of the information, the duration of confidentiality obligations, exclusions from confidentiality (publicly available information, independently developed knowledge), and remedies for breach. NDAs typically survive the termination of the underlying business relationship for a specified period, commonly 2 to 5 years.