NDA (non-disclosure agreement)

A non-disclosure agreement, or NDA, is a short contract about confidential information. It sets out what counts as confidential, what the receiving party can do with it, who it can be shared with, and how long the duty lasts. NDAs are often signed before talks about a project, an investment or a hire, so both sides can share details freely.

A one-way NDA protects information flowing in one direction, for example from a business to a contractor. A mutual NDA protects both parties, which is common when both will share sensitive material. Most NDAs list exceptions, such as information that is already public or that has to be disclosed by law.

An NDA is sometimes called a confidentiality agreement. The same terms often appear later as a confidentiality clause inside the main contract.