Knowledge Resources › NDAs
Last updated: 20 August 2026
A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract in which parties agree to protect confidential information they share — for example, before exploring a business deal or engaging a service provider. The elements below are the ones most NDAs turn on.
Key elements
- Definition of confidential information — what is protected, and whether it must be marked as confidential to qualify.
- One-way or mutual — whether only one party discloses, or both do.
- Permitted purpose and use — the limited purpose for which the information may be used, and to whom it may be disclosed (for example, employees or advisers on a need-to-know basis).
- Obligations — to keep the information confidential and to protect it with reasonable care.
- Exclusions — information that is not covered, such as information that is already public, already known, independently developed, or required to be disclosed by law.
- Duration — how long the confidentiality obligations last, which may extend beyond the end of the agreement.
- Return or destruction — what must happen to the information when the purpose ends.
- Remedies — the consequences of a breach.
- Governing law and disputes — the applicable law and how disputes are resolved.
An NDA should be tailored to what is actually being shared and why. This page is a general overview and is not legal advice.