Contract Types
Non-Disclosure Agreements
An NDA sets rules for receiving, using, and sharing information in a business relationship. It can help parties explore a deal without granting unrestricted use of what they disclose. Effective drafting requires decisions about the information involved, the purpose of disclosure, who may access it, and what happens afterward.
What This Contract Is
A nondisclosure agreement, also called a confidentiality agreement, may protect one party's information or impose reciprocal obligations. It should distinguish confidential information from material already public or independently developed. An NDA does not by itself transfer intellectual property or guarantee that every disclosed item qualifies as a trade secret.
When It's Commonly Used
- •Discussing a potential partnership, investment, or acquisition
- •Sharing business information with contractors or prospective vendors
- •Exchanging pricing, technical, customer, or operational information before a transaction
How the Agreement Is Generally Structured
Purpose and information
Explain what is protected, how it is identified, and the allowed evaluation or business purpose.
Recipients and handling
Define access by employees, advisers, affiliates, or subcontractors and their responsibilities.
Duration and cleanup
Address how long obligations last, return or destruction, retained copies, and legally required disclosures.
Clauses Commonly Found in This Contract
Use restriction
Limit use to the stated purpose rather than focusing only on disclosure.
Non-circumvention
Check any separate restriction on bypassing introductions.
Non-disparagement
Recognize that speech restrictions are different from secrecy obligations.
What Stewart Law Looks For
- ✓Whether one-way or mutual protection matches the exchange
- ✓Whether exceptions and permitted recipients are practical
- ✓Whether hidden ownership, competitive, or commercial restrictions go beyond confidentiality
Areas That May Deserve Closer Attention
- ⚑A confidentiality form that quietly assigns intellectual property
- ⚑No exception for lawful required disclosures
- ⚑An unlimited restriction on every interaction with a disclosed contact
Related Contract University Terms
When to Have an Attorney Review It
Seek review before signing, renewing, or changing the agreement, particularly when the transaction carries personal liability, important ownership rights, or obligations that continue after exit. Explain your objectives and provide the complete document set. Stewart Law confirms conflicts, scope, and a written quote before an engagement begins.
Frequently Asked Questions
When does a small business need an NDA?
Consider one before sharing information that should be used only for a limited business purpose. The need depends on what is shared and the protections already in place, not simply the size of the company.
Can an NDA replace a service agreement?
Usually it addresses a different issue. Pricing, deliverables, payment, ownership, and termination may still need a separate agreement. Review the documents together.
Put the agreement in context
Drafting begins with your objectives, responsibilities, fees, and exit plans. A review of an existing form may identify where those decisions need clearer wording. General education does not replace advice on your agreement.
Have a Contract Using These Provisions?
Contract language operates as part of the agreement as a whole.
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