A comprehensive guide to non-disclosure agreements — what they are, when you need one, the different types, key clauses, and how to create a professional NDA in minutes.
An NDA (Non-Disclosure Agreement) is a legally binding contract that creates a confidential relationship between two or more parties. The parties agree that sensitive information they share will not be disclosed to others.
Also known as a confidentiality agreement, an NDA protects trade secrets, business strategies, client lists, proprietary technology, and any other information that gives a business its competitive edge.
NDAs are one of the most common legal documents in business. They're used in virtually every industry — from tech startups sharing code with developers to healthcare companies protecting patient data.
Enforceable in court with clear remedies for breach
Keep trade secrets and business info secure
Establish professional relationships with confidence
Clear record of confidentiality obligations
Different situations call for different types of NDAs. Here are the most common ones.
Both parties share and protect each other's confidential information. Ideal for partnerships, joint ventures, and business negotiations.
Most common for: Business partnerships, M&A discussions
Only one party discloses information and the other agrees to keep it confidential. Used when sharing information in one direction.
Most common for: Employee agreements, contractor work
Three or more parties share confidential information. Simplifies the process when multiple stakeholders are involved.
Most common for: Multi-party deals, consortium projects
Clearly defines what information is protected — trade secrets, business plans, client data, proprietary technology, and more.
Specifies how the receiving party must handle confidential information — non-disclosure, limited use, and security measures.
Information that is publicly available, independently developed, or already known is typically excluded from NDA protection.
How long the NDA remains in effect and how long confidentiality obligations survive after the agreement ends.
Requirements for returning or destroying confidential materials when the agreement ends or upon request.
Legal remedies available if a party violates the agreement, including injunctive relief and monetary damages.
Before sharing business plans or strategies with potential partners
When employees will access sensitive company information
Before presenting your idea or financials to potential investors
When outsourcing work that involves proprietary information
Dive deeper into specific topics about non-disclosure agreements.
Complete guide to understanding NDAs, their purpose, and how they protect your business.
Read guide →Quick, clear explanation of NDAs — meaning, purpose, and when you need one.
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Get started →NDA stands for Non-Disclosure Agreement. It's a legal contract that protects confidential information shared between parties from being disclosed to others.
Yes. When properly executed with signatures from all parties, an NDA is a legally binding contract enforceable in court. Digital signatures are legally valid under the ESIGN Act and UETA.
NDA duration varies. Common terms are 1-5 years, though trade secrets may be protected indefinitely. The confidentiality obligations often survive after the agreement ends.
Breaching an NDA can result in legal action including monetary damages, injunctive relief (court order to stop disclosure), and in some cases, criminal penalties for trade secret theft.
Yes. For standard business situations, professionally drafted NDA templates like those on Vindato are sufficient. For complex or high-stakes situations, consulting an attorney is recommended.
They are essentially the same thing. "NDA" and "confidentiality agreement" are used interchangeably. Both create a legal obligation to keep shared information private.
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