A non-disclosure agreement (NDA) is an agreement in contract law that certain information will remain confidential. As such, an NDA binds a person who has signed it and prevents them from discussing any information included in the contract with any non-authorized party. NDAs are commonly used to protect trade secrets, client information, and other sensitive or valuable information. Sharing information in spite of an NDA qualifies as a breach of contract and can open the breaching party up to a lawsuit. An NDA can continue indefinitely or can include a duration clause that stipulates an end date of the agreement. Additionally, as stated in the South Dakota case of 1st American Systems, Inc. v. Rezatto, NDAs are usually enforced to the extent necessary to protect an employer’s interests and no further.
[Last updated in July of 2020 by the Wex Definitions Team]