What is an NDA? (Non-Disclosure Agreement)
A Non-Disclosure Agreement (NDA), also called a confidentiality agreement, is a legally binding contract where one or more parties agree to keep specified information confidential. NDAs can be mutual (both parties share secrets) or one-way (only one party discloses).
In more detail
NDAs are used before sharing sensitive information with potential partners, employees, contractors, or investors. A well-drafted NDA defines what counts as confidential information, carves out standard exceptions (already public, independently developed, required by law), sets a duration, and specifies remedies for breach. Trade secrets are typically protected indefinitely while other confidential information is often protected for 2-5 years.
For offshore staffing, NDAs are signed between the client and the staffing provider, between the provider and the worker, and often include specific IP assignment and data-handling terms that layer on top of statutory protections like HIPAA or GDPR. NDAs are enforceable internationally but practical enforcement varies by jurisdiction.
How it works
- Define confidential information precisely.
- List standard exclusions (public, independently developed, etc.).
- Set duration (2-5 years typical, indefinite for trade secrets).
- Specify permitted disclosures (employees, advisors on need-to-know).
- Include remedies (injunction, damages) and governing law.
- Cross-link with IP assignment and non-compete where relevant.
Related terms
Mini FAQ
Usually yes, through governing law and venue clauses. Practical enforcement depends on the foreign court.
Mutual protects both parties' secrets; one-way protects only the disclosing party's.
2 to 5 years is typical. Trade secrets are often protected as long as the information remains secret.