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What is a non-disclosure agreement?

On Behalf of | Aug 15, 2020 | Contracts |

When dealing with sensitive issues, many look for a legal way to keep others from talking openly about certain topics.

Non-disclosure agreements are contracts that provide the safety you need for any private piece of information.


People use NDAs in most business agreements, according to FindLaw. From secrets about recipes in food chains to details about affairs in a company or other sensitive information, the act of signing a contract to prevent further details getting out to the public is a common practice.

A business should never make someone sign a contract to not discuss illegal actions. Instead, the contracts should focus on intellectual property, personal medical information, or trade secrets. You may be liable for damages if you break the written promises of an NDA.

Types and enforceability

Mutual agreements hold both parties accountable for not disclosing certain facts to the public. In contrast, non-mutual agreements only prevent one party from disclosing information.

NDAs may not be enforceable if they are too vague in their wording or if the consequences and damages are extremely hard to calculate. Too much of a burden on the party agreeing to keep quiet renders the terms of the contract unreasonable. The NDA is also not enforceable if the party asking you to keep secrets, known as the disclosing party, fails to keep information secretive without any interference on your part.

Elements of the agreement

Exclusions to these promises should be clear and obvious, such as public information that many people already know. Most of these contracts only last for a certain number of years, due to the terms set forth when they are first written. The disclosing party may add new provisions if the original writer of the contract needs to clarify certain liabilities.