Non-Disclosure Agreement (NDA): what to know before you sign
A non-disclosure agreement (NDA), also called a confidentiality agreement, creates a legal obligation to keep specific information private. They're common before business negotiations, new hires, and vendor relationships. Most NDAs are routine; a few contain traps worth spotting.
Non-Disclosure Agreement
When to use a Non-Disclosure Agreement
- Before sharing a business idea, pitch deck, or financial data with a potential partner or investor
- When onboarding an employee who will have access to trade secrets or customer data
- Before beginning contract work with a freelancer or agency
- During M&A due diligence, when sharing internal financial or operational information
Key terms in a non-disclosure agreement
These clauses appear in most non-disclosure agreement documents. Knowing what they mean helps you review faster.
Confidential Information definition
The clause that says exactly what counts as secret. Broad definitions ('any information shared') protect more but can be harder to enforce. Look for carve-outs for information you already knew or that's publicly available.
Disclosure period
How long information can be shared under the agreement. A one-year window suits a short project; an ongoing relationship might need no fixed end date.
Confidentiality period (survival clause)
How long the obligation to keep things secret lasts after the relationship ends. Typically two to five years; perpetual confidentiality is sometimes appropriate for genuine trade secrets.
Permitted disclosures
Who the receiving party is allowed to tell, usually limited to employees and advisors who 'need to know', and always including legally required disclosures (courts, regulators).
Mutual vs. one-way
A one-way NDA protects only the discloser. A mutual NDA means both parties agree to keep each other's information confidential, which is common when both sides will share sensitive material.
Remedies
What happens if someone breaches the NDA. Most NDAs allow injunctive relief (a court order to stop disclosure) in addition to monetary damages, because money alone rarely undoes a leak.
Sign a Non-Disclosure Agreement with InkRobin
Upload your non-disclosure agreement, place a signature field, and send a link. The recipient signs in their browser. No account, no app. Free for up to 5 documents per month.
Questions
- Is an electronic signature valid on an NDA?
- Yes. Under the US ESIGN Act and UETA, an electronically signed NDA is as legally binding as an ink signature. The same applies under eIDAS in the EU and the Electronic Communications Act in the UK.
- Does an NDA have to be notarized?
- No. Notarization is not required for a standard NDA. A signed agreement with an audit trail is sufficient.
- What's the difference between an NDA and a confidentiality clause?
- A confidentiality clause is a section within a larger contract (like an employment agreement). An NDA is a standalone agreement focused entirely on confidentiality. Both create the same legal obligation.
- Can I sign an NDA for free with InkRobin?
- Yes. Upload your NDA, place a signature field, and send a link to each signer. Free accounts include five documents per month; signers never need to create an account.
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