Non-Disclosure Agreements

A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA), or secrecy agreement, is a legal contract between at least two parties. It outlines confidential material, knowledge, or information that the parties wish to share with one another, but want to restrict access to third parties. It is a contract through which the parties agree not to disclose information covered by the agreement. This is a contract that controls information and communication about that information. The information is usually sensitive or confidential.

Prior to signing any NDA, make sure that you are clear on what it covers and what your restrictions are regarding the disclosure of any information related to your work.


NDA's Commonly Include:

1. Identification of the parties to the agreement

2. The definition of what is confidential, i.e. the information to be kept confidential 

3. The relief from what must be kept confidential. Typically, the restrictions on the disclosure or use of the confidential data will be invalid if the recipient had prior knowledge 

  • the recipient gained knowledge from another source
  • the materials are generally available to the public, or
  • the materials are subject to a subpoena (court ordered)
  • the recipient gained knowledge from another source
  • the materials are generally available to the public, or
  • the materials are subject to a subpoena (court ordered)

4. ​ The term (in years) of the agreement, i.e. the time period of confidentiality

5. The obligations of the recipient regarding the confidential information, typically including some version of obligations: 

  • to use the information only for specific purposes
  • to disclose it only to persons with a need to know the information for those purposes
  • to use appropriate efforts (not less than reasonable efforts) to keep the information secure
  • to ensure that anyone to whom the information is disclosed further abides by obligations restricting use, restricting disclosure, and ensuring security at least as protective as the agreement

6. Types of permissible disclosure - such as those required by law or court order

7. The law and jurisdiction governing the parties