Non-Disclosure Agreement

A non-disclosure agreement (NDA), also called a confidential disclosure agreement (CDA), confidentiality agreement or secrecy agreement, is a legal contract between at least two parties which outlines confidential materials the parties wish to share with one another for certain purposes, but wish to restrict from generalized use. In other words, it is a contract through which the parties agree not to disclose information covered by the agreement. A NDA creates a confidential relationship between the parties.

NDAs can be used to protect any type of intellectual property or trade secret. As such, an NDA can protect non-public business information, know-how, patent-pending inventions, unpatented yet patentable inventions, unpatentable ideas, or copyrighted software. For instance, a script for a high-profile film that is still in production could be the subject of an NDA.

NDAs are commonly signed when two companies or individuals are considering doing business together and need to understand the technology or processes used in one another's businesses solely for the purpose of evaluating the potential business relationship. NDAs can be "mutual", meaning both parties are restricted in their use of the materials provided, or they can only restrict a single party.

It is also possible for an employee to sign an NDA or NDA-like agreement with a company at the time of hiring, in fact some employment agreements will include a clause restricting "confidential information" in general.