nda

Non-Disclosure Agreement (NDA)

A confidentiality contract protecting proprietary information shared between parties. Used before hiring, partnerships, or product demos.

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💡

What This Is

A confidentiality contract protecting proprietary information shared between parties. Used before hiring, partnerships, or product demos.

💬 AI Quick Analysis

Ask these in the AI Editor chat:

What is the duration of this NDA?
Is this mutual or one-way (unilateral)?
What information is defined as confidential?
What are the carve-outs and exceptions?
What jurisdiction governs this agreement?
Summarize the breach remedies

Field-by-Field Guide

Parties
Disclosing Party NameREQUIRED

Full legal name of the party sharing confidential information.

Receiving Party NameREQUIRED

Full legal name of the party receiving and agreeing to protect information.

Effective DateREQUIRED

Date this NDA becomes binding. Usually the date both parties sign.

Scope
Definition of Confidential InformationREQUIRED

Precise description of what information is protected. Vague definitions weaken enforcement.

e.g. business plans, source code, financial data, customer lists
Purpose of DisclosureREQUIRED

Why the information is being shared. Limits use to this purpose only.

e.g. evaluating a potential business partnership
Terms
Duration / TermREQUIRED

How long the confidentiality obligation lasts after signing.

e.g. 2 years from Effective Date
Exclusions / Carve-outs

Information that is NOT confidential: public knowledge, independently developed, legally required disclosure.

Return or Destruction of Information

What happens to confidential material when the agreement ends.

Legal
Governing Law / JurisdictionREQUIRED

Which state or country laws govern disputes. Critical for enforcement.

e.g. State of Delaware
Signatures
Disclosing Party SignatureREQUIRED

Authorized signature of disclosing party.

Receiving Party SignatureREQUIRED

Authorized signature of receiving party.

Date SignedREQUIRED

Date each party signs. Both parties must sign for mutual NDA.

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Common Mistakes

  • •Missing mutual vs. one-way clause — unilateral NDAs only protect one party
  • •No clear definition of what counts as "confidential information"
  • •No expiration date — perpetual NDAs may be unenforceable
  • •Missing carve-outs: publicly known info, info received from third parties
  • •No governing law or jurisdiction clause
  • •Vague remedies — what happens on breach?
  • •Signed by someone without authority to bind the company

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Disclaimer: We do not provide legal advice. We translate legal language into plain English and help you prepare for a conversation with a lawyer.