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How to Write a Non-Disclosure Agreement

Non-disclosure agreements (NDAs) areĀ  legal contracts used in business to protect sensitive information. This article explains what NDAs are, their importance, what they should include, and how to effectively draft them. NDAs are essential in various business contexts, such as employment, contractor relations, and partnership negotiations, ensuring that confidential data remains protected.

What is a Non-Disclosure Agreement?

A non-disclosure agreement, commonly referred to as an NDA, is a legally binding contract that establishes a confidential relationship. The parties involved agree that sensitive information they may obtain will not be made available to others. NDAs are prevalent in many business settings, such as with employees, contractors, or during negotiations with potential partners.

Why are NDAs Important?

Protection of Sensitive Information: NDAs are vital for protecting trade secrets, proprietary information, and other sensitive data from being disclosed to competitors or the public.

Legal Recourse: In case of a breach, an NDA provides a clear legal pathway for action. It serves as a deterrent against the unauthorized sharing of confidential information.

Fosters Trust: NDAs can build trust between parties, assuring that shared information will remain confidential.

Key Elements of an NDA

  • Definition of Confidential Information: Clearly define what constitutes confidential information. This may include trade secrets, business strategies, client lists, technical data, or any other proprietary information.
  • Obligations and Duties of the Receiving Party: Outline the responsibilities of the party receiving the confidential information. This includes the extent to which the information can be used and the steps needed to maintain its confidentiality.
  • Exclusions from Confidential Information: Specify information that is not considered confidential, such as publicly available data or information independently developed without using the confidential information.
  • Term of the Agreement: Define the duration for which the NDA is applicable. This can vary based on the nature of the information and the parties’ agreement.
  • Return or Destruction of Confidential Information: Upon termination of the agreement, stipulate the requirements for returning or destroying the confidential materials.

Tips on Drafting an NDA

  • Identify the Parties: Clearly state the names and details of all parties involved in the agreement.
  • Specify the Scope of Confidential Information: Clearly define what information is considered confidential. Avoid overly broad definitions that can make the NDA hard to enforce.
  • Delineate the Obligations and Duties: Clearly outline what the recipient of the information is required to do to protect it, and the permissible uses of the information.
  • Incorporate Exclusions: Clearly identify what is not covered by the NDA, such as previously known information, publicly available data, or information received from a third party.
  • Define the Duration: The agreement should specify how long it remains in effect, including the period during which the information will be disclosed and the duration the recipient is required to keep the information confidential.
  • Include Terms for Return or Destruction of Information: State the method and timeline for the return or destruction of confidential information once the agreement ends or is terminated.
  • Address Breach of Agreement: Define the consequences and remedies in case of a breach. This may include injunctions, damages, or other legal remedies.
  • Jurisdiction and Dispute Resolution: Specify the legal jurisdiction that will govern the agreement and the methods for resolving disputes, such as arbitration or litigation.

There may be instances where using legal templates as a starting point for an NDA is sufficient. However, there may also be situations where it’s prudent to engage legal counsel. This includes instances where the information is highly sensitive, if the agreement involves complex legal terms, or when negotiating with parties in different legal jurisdictions. Legal counsel can ensure that your interests are adequately protected and that the NDA is enforceable under the relevant laws.


Non-disclosure agreements are an essential tool in the business world for protecting sensitive information. A well-crafted NDA can prevent leaks of confidential data, maintain competitive advantage, and foster trust between parties. When writing an NDA, it’s important to be clear, specific, and ensure that all key elements are included to make the agreement effective and enforceable.

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By Susan Barlow

Dr. Susan Barlow is retired from academia after teaching business administration, project management, and business writing courses for over 20 years.