How long should an NDA last?
Most NDAs last 2-5 years, with 3 years being standard for business deals. Trade secrets can be protected indefinitely (or 'as long as the information remains confidential'). Anything over 10 years is often unenforceable as 'overly restrictive' in court.
NDA duration depends on the type of information being protected. Courts typically enforce NDAs that are 'reasonable in scope and duration' — overly long terms get struck down.
Standard durations:
- 1-2 years — general business discussions, vendor evaluations, brief negotiations.
- 3 years — most common for partnership discussions, M&A talks, business deals.
- 5 years — sensitive financial info, customer lists, technology evaluations.
- Indefinite / perpetual — only for trade secrets (formulas, algorithms, proprietary methods). Enforceable as long as the info remains genuinely confidential.
What courts strike down: 'Forever' NDAs for general business info, 10+ year terms with no clear justification, and overly broad definitions of 'confidential' that include public knowledge.
State variations matter: California and Massachusetts are particularly strict — they require duration to match the actual sensitivity of the info. Texas, Delaware, and New York are more permissive.
If you're unsure, default to 3 years for general business NDAs. For trade secrets, use language like 'until the confidential information enters the public domain through no fault of the receiving party.'
Generate an NDA with an enforceable duration at icontract.pro/nda-generator — choose your timeframe and the AI ensures it complies with your state's requirements.
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