Non-Disclosure Agreement (NDA)

What is This Agreement?

A Non-Disclosure Agreement (NDA) is a legally binding contract that establishes a confidential relationship between parties. It protects sensitive business information, trade secrets, and proprietary data from being disclosed to unauthorized third parties.

When to Use

• ✓Sharing business plans with potential investors
• ✓Hiring employees or contractors with access to sensitive data
• ✓Entering business partnerships or joint ventures
• ✓Discussing merger or acquisition opportunities
• ✓Working with vendors who need proprietary information

Who Uses This?

NDAs are among the most frequently used business contracts in the United States. Typical users include:

• •Entrepreneurs discussing business ideas with potential partners
• •Companies hiring contractors or freelancers with access to proprietary information
• •Startups in fundraising discussions with investors
• •Businesses exploring mergers, acquisitions, or joint ventures
• •Technology companies sharing technical specifications or trade secrets

What Happens If Misused or Missing?

• •Without NDA: No legal recourse if confidential information is disclosed
• •Overly broad NDA: May be unenforceable if scope is unreasonable
• •Missing definition of confidential information: Creates ambiguity about what is protected
• •No time limit: Some jurisdictions may refuse to enforce perpetual obligations
• •No jurisdiction clause: Uncertainty about where disputes will be resolved