Purpose
Non-disclosure agreements set rules for sharing confidential information during discussions such as partnerships, investments, or vendor evaluations. They support, but do not replace, practical confidentiality measures.
Key terms
The definition of confidential information, standard exclusions such as information already public, permitted use, permitted disclosures to advisors, and return or destruction obligations are central terms.
Duration matters: obligations may last a fixed period, while trade secrets may warrant protection for as long as they remain secret.
Mutual or one-way
A mutual NDA protects both parties' information; a one-way NDA protects only the disclosing party. Choose based on the actual flow of information.
Limitations
Federal law, including the Defend Trade Secrets Act, provides whistleblower immunity notice considerations for agreements with individuals. An NDA cannot lawfully prohibit certain protected disclosures to government agencies.
Related Reading
For an overview of how this topic connects to everyday business decisions, see our pages on intellectual property and contract review.
