What is NDA?
Definition
A non-disclosure agreement (NDA) is a contract requiring one or both parties to keep specified information confidential and not share it with outside parties. One-way NDAs protect only one party's information, which is typical when a company shares proprietary details with a contractor. Mutual NDAs protect both sides and are standard in partnership discussions and business negotiations. NDAs are among the most frequently signed contracts in business, but many people sign them without scrutinizing the terms. For example, if a potential client asks you to sign an NDA before a project discussion, and the NDA defines 'confidential information' as 'any information disclosed in any form,' that could cover publicly available company details and basic industry knowledge, restricting you far beyond what is reasonable. Watch for NDAs with no expiration date (perpetual NDAs can bind you indefinitely), overly broad definitions that encompass non-sensitive information, and clauses that prohibit you from disclosing even the existence of the NDA itself. Always confirm that information you independently develop or already know is explicitly excluded.
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