Business Law · Haute Lawyer Network
What Is a Non-Disclosure Agreement (NDA)?
Last reviewed: June 2026
A non-disclosure agreement (NDA) is a legally binding contract in which one or both parties agree to keep specified information confidential. NDAs are used in employment — where employees with access to trade secrets, customer lists, or proprietary technology sign NDAs as a condition of employment — business negotiations, vendor and contractor relationships, licensing arrangements, and settlement agreements. Key elements include the definition of confidential information, obligations of the receiving party, exceptions for publicly available or independently developed information, duration of the confidentiality obligation, and remedies for breach including injunctive relief and damages.
Frequently Asked Questions
Is an NDA the same as a non-compete?
No. An NDA restricts use and disclosure of confidential information. A non-compete restricts where you can work. Different purposes, different enforceability standards.
What happens if I violate an NDA?
You can be sued for breach of contract and trade secret misappropriation. Remedies include injunctive relief, damages, and in willful cases punitive damages and attorney fees.
Does an NDA apply to information I already knew?
Not usually — most NDAs exclude information the receiving party already knew before signing.
Can a settlement NDA prevent me from reporting illegal conduct?
Generally no. NDAs preventing reporting of criminal conduct to government agencies are unenforceable under federal law.
How long is an NDA enforceable?
Depends on the agreement. Time-limited NDAs run for their specified duration. Perpetual NDAs for true trade secrets are generally enforceable as long as the information remains confidential.
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