NDA
Also known as: Non-disclosure agreement, Confidentiality agreement
An NDA (Non-disclosure agreement) is a contract under which one or both parties agree not to disclose specified confidential information. In employment contexts, NDAs protect trade secrets, customer lists, internal data, and product roadmaps — typically signed at hire and surviving termination.
NDAs come in two shapes: unilateral (one party shares, the other agrees not to disclose) and mutual (both parties share and protect). In employment, the unilateral employer-protecting NDA is standard — embedded in the employment contract or attached as a separate document signed on day one. NDAs are easier to enforce than non-competes because they restrict use of information rather than employment, which courts treat as a less invasive restriction on individual rights.
What an employment NDA typically covers
- Trade secrets — proprietary algorithms, formulas, methods
- Customer lists and pipelines
- Internal financial data, salary information, board materials
- Product roadmaps and unreleased features
- Strategic plans, partnerships, acquisition discussions
- Personnel information (other employees' compensation, performance, etc.)
NDA structural elements
A workable NDA defines (1) what information is confidential, (2) what uses are permitted, (3) what the duration is, (4) what remedies apply on breach, and (5) what the carve-outs are. Carve-outs typically include public information, information already known to the receiving party, information lawfully obtained from third parties, and information required to be disclosed by law (subpoena, regulatory inquiry).
Duration — perpetual vs term-limited
Trade-secret NDAs typically run "for as long as the information remains a trade secret" — effectively perpetual. Term-limited NDAs (2-5 years post-employment) are common for less sensitive information. Most courts accept perpetual NDAs over true trade secrets but balk at perpetual restrictions over generic business information.