NDA (Non-Disclosure Agreement)
What it means
An NDA is a contract about secrets: who may share what, who must keep it quiet, and for how long. It is often the first document exchanged in a business relationship, which is exactly why it gets signed with the least attention.
Every NDA turns on its definition of confidential information. A tight definition covers specific categories — pricing, customer lists, source code, product plans. A loose one covers "all information disclosed by the Disclosing Party", which technically includes the weather comment at the start of the meeting and, more importantly, makes it hard to know what you are actually restricted from using.
Then come the carve-outs, and they matter. Standard exceptions exclude information that was already public, that you already knew, that you developed independently without using their material, or that you are legally compelled to disclose. An NDA without an independent-development carve-out can put you in an awkward position if you later build something similar on your own.
Duration varies. Two to five years is common for general business information; trade secrets are sometimes protected indefinitely, which is a meaningfully different commitment.
Finally, check what happens at the end: whether you must return or destroy materials, and whether you can keep one archival copy for compliance. A clause requiring the destruction of everything can conflict with your own record-keeping obligations.
Why it matters for your business
The asymmetry is the risk. A one-way NDA where you are the only party bound, with a broad definition and no independent-development carve-out, can constrain what you build next in ways nobody intended when it was signed at the start of a conversation.
See it in action
ContractClerk checks whether the obligations run one way or both, how widely confidential information is defined, which carve-outs are present or missing, and how long the duty lasts.
Related terms
- Mutual NDA vs One-Way NDA — Signing a one-way NDA when the conversation is genuinely two-way means you carry all the obligation and none of the protection — and anything you disclose in that meeting has no contractual cover at all..
- Confidentiality Clause — Because it sits inside a longer document, this clause is signed with less attention than a standalone NDA while carrying the same weight — and it is frequently one-sided in a way a dedicated NDA would not be..
- Non-Compete Agreement — A non-compete signed casually can determine what work you are allowed to take for years after a relationship ends.
Is there a nda (non-disclosure agreement) clause in your contract?
Upload it and Clara reads every clause, flags what carries risk, and suggests wording you can send back. Your first review is free.
Review your contract free →This is general information about how nda (non-disclosure agreement) clauses usually work. It is not legal advice, and how a clause applies depends on the rest of the document and on where you are. For a high-stakes agreement, talk to an attorney.