Non-Disclosure Agreement
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A legal contract that prohibits an employee or party from sharing confidential information — such as trade secrets, client lists, or proprietary technology — with outside parties.
## Non-Disclosure Agreement (NDA)
An NDA protects confidential business information by legally binding parties to secrecy. Unlike non-competes, NDAs are enforceable in virtually all jurisdictions.
### Types
- **Unilateral**: One party discloses, the other keeps it confidential.
- **Mutual (bilateral)**: Both parties share confidential information.
### Common in Employment
Most employment contracts include NDA provisions covering:
- Trade secrets and proprietary technology.
- Client and customer lists.
- Business strategies and financial data.
- Product roadmaps and unreleased features.
### Duration
Employment NDAs typically survive termination indefinitely for trade secrets and 2–5 years for other confidential information.
### What NDAs Cannot Cover
NDAs cannot prevent: reporting illegal activity (whistleblowing), discussing wages and working conditions (NLRA protected), filing complaints with government agencies, or disclosing information required by law.