NDA

Definitions

1. A non-disclosure agreement, a contract in which one or both parties agree to keep specified information confidential and to use it only for an agreed purpose. A unilateral NDA protects one side's information, as when a company shares plans with a contractor; a mutual NDA protects both, as in merger talks or technical partnerships. Typical terms define what counts as confidential, list exclusions such as information that is already public or independently developed, set how long the obligation lasts, and describe remedies for breach. In technology, NDAs are routine for employees, contractors, vendor evaluations, and pre-release product access. One notable exception is fundraising: most venture capitalists decline to sign NDAs, since they see many similar pitches and cannot accept the liability. NDAs also have limits set by law in many jurisdictions, for example they generally cannot prevent reporting illegal conduct to regulators, and courts may refuse to enforce overly broad terms.

   In plain English: A confidentiality agreement requiring private information to stay private.

   Example: "The acquirer signed the NDA before accessing technical diligence materials."

Related Terms

• Deal Terms
• Fee Structure
• IP
• Licensing
• Non-Compete
• Non-Disclosure Agreement
• Patent
• Patent Troll
• Service Agreement
• SOW
• Standard Terms
• Terms of Service
• Trademark
• NDA Security