Definition

A non-disclosure agreement or NDA is an agreement that prevents a party or all parties from publicly revealing confidential information or data. NDAs legally bind all signatory parties not to disclose the information except as permitted by the NDA.

Essential Characteristics

NDAs are central to businesses whose goal is to protect information and trade secrets. To ensure NDAs maintain their utility in achieving this end, they should contain the following:

• Definition of confidential information
• Parties to the NDA
• Terms and duration of the NDA
• Permitted use of Information
• Legal Obligations to Disclose to a government agency, administrative entity or court
• Return or destruction of information after the relationship with the Recipient Party ends
• Jurisdiction or court that will interpret the NDA and settle disputes should conflict arise
• Remedies
• Which party bears the burden of paying legal fees and to whom
• Termination clause