Ultimate Guide to Non-Disclosure Agreements

What is a Non-Disclosure Agreement?

A Non-Disclosure Agreement (NDA), also known as a confidentiality agreement, is a legal contract between parties that outlines confidential information that will be shared and restricts its disclosure to third parties.

Types of NDAs

Click on each NDA type below to learn more:

Key Components of an NDA

Essential elements every NDA should contain:

Common Mistakes to Avoid

State-Specific Considerations

California

California has specific restrictions on non-compete clauses. Employee NDAs in California generally cannot prevent employees from working for competitors, though they can protect trade secrets.

New York

New York allows non-compete clauses but they must be reasonable in duration, geographic scope, and necessary to protect legitimate business interests.

Texas

Texas requires NDAs to be supported by valid consideration and have reasonable limitations on time, geographic area, and scope of activity.

Best Practices

1. Be Specific: Clearly define confidential information with examples
2. Use Reasonable Terms: Don't make agreements overly restrictive
3. Include Exclusions: Define what information is NOT covered
4. Consider Jurisdiction: Choose appropriate governing law
5. Get Legal Review: Have an attorney review important agreements
6. Keep Records: Document what information was shared and when
7. Train Employees: Ensure everyone understands confidentiality obligations

When Do You Need an NDA?

You SHOULD use an NDA when:

• Sharing trade secrets or proprietary information
• Discussing potential business partnerships
• Hiring employees or contractors with access to sensitive data
• Presenting to investors or conducting due diligence
• Working with vendors who will access confidential systems

You MAY NOT need an NDA when:

• Information is already publicly available
• You're in early-stage informal discussions (use discretion)
• The relationship is covered by other confidentiality agreements
• You're sharing general industry knowledge (not proprietary)

Enforcement and Remedies

If someone violates an NDA, remedies may include:

• Injunctive Relief: Court order to stop further disclosure
• Monetary Damages: Compensation for losses caused by breach
• Attorney Fees: Recovery of legal costs (if specified in agreement)
• Liquidated Damages: Pre-determined damages amount (if included)

Using NDAForge's Share & History Tools

NDAForge keeps your work-in-progress safe while making collaboration simple. Every template automatically auto-saves to your browser so closing a tab won’t lose your progress. When you want to revisit or hand off a draft, use the 🔗 Share Configuration button:

1. Complete the required fields on any NDA template until the form tracker shows it is ready.
2. Click 🔗 Share Configuration; the button will copy a unique URL to your clipboard.
3. Send that link to a teammate or open it in a fresh browser session—the form will restore with every field populated exactly as you left it.

The shared URL never exposes sensitive data publicly; it encodes the form state so only people with the link can see it. If you prefer a local backup, the 💾 Save to History button stores a snapshot in your browser’s IndexedDB so you can later compare versions from the My Documents page.

Frequently Asked Questions

How long should an NDA last?

Typical durations are 1-5 years for general business information. Trade secrets may be protected indefinitely or "as long as the information remains confidential."

Can an NDA be mutual and one-way at the same time?

Yes, you can have an agreement where both parties share some information (mutual) but one party shares significantly more (asymmetric). However, it's clearer to use a mutual NDA with different obligations for each party.

Do NDAs need to be notarized?

Generally no. NDAs are valid with just signatures from both parties. Notarization can add extra authenticity but is rarely required.

What if someone refuses to sign an NDA?

You have the right to not share confidential information if someone refuses to sign. Consider whether the relationship is worth the risk or if you can share less sensitive information.

Can an NDA prevent whistleblowing?

No. NDAs cannot prevent reporting illegal activities to government authorities. Such provisions are unenforceable and may be illegal.