What is an NDA (Non-Disclosure Agreement)?
An NDA is a legal contract that prevents one or both parties from sharing confidential information with third parties. NDAs are used during business negotiations, hiring, and partnerships to protect trade secrets, client lists, financial data, and intellectual property.
A Non-Disclosure Agreement (NDA), also called a confidentiality agreement, is a legally binding contract that creates a confidential relationship between parties. It prevents the recipient of confidential information from disclosing it to outsiders or using it for their own benefit.
There are two main types:
- Unilateral NDA — only one party shares confidential info. Used when hiring contractors, pitching investors, or discussing acquisitions.
- Mutual NDA (bilateral) — both parties share confidential info. Used in partnerships, joint ventures, and merger discussions.
A strong NDA includes: (1) a clear definition of what counts as 'confidential information,' (2) the purpose of disclosure, (3) duration of the obligation (typically 2-5 years), (4) permitted disclosures (e.g., to attorneys, by court order), (5) return/destruction of materials, and (6) remedies for breach.
NDAs are enforceable in all 50 US states, but courts won't enforce overly broad NDAs (e.g., 'all information ever shared, forever'). California is particularly restrictive — it bans NDAs that prevent employees from discussing harassment or illegal activity.
Generate a free NDA at icontract.pro/nda-generator — choose unilateral or mutual, customize the duration, and download or send for e-signature in under 2 minutes.
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