What Is a Non-Disclosure Agreement (NDA)?
A non-disclosure agreement, or NDA, is a contract in which one or more parties agree to keep specified information confidential and not to disclose or misuse it. Also called a confidentiality agreement, an NDA protects trade secrets, business plans, financial data, and other sensitive information shared during negotiations, employment, or a transaction.
Common Types
- Unilateral — one party discloses and the other must keep it confidential
- Mutual — both parties exchange confidential information and protect each other's
What a Good NDA Defines
An effective NDA clearly states what information is confidential, how it may be used, who may see it, how long the duty lasts, and what is excluded (such as information already public or independently developed). In Florida, NDAs are enforced as contracts and also work alongside the Florida Uniform Trade Secrets Act, which provides remedies for misappropriation of trade secrets. Remedies for breach can include injunctions and damages. Overly broad or indefinite NDAs can face enforceability challenges, so precise drafting matters.
Related Terms
- Breach of Contract — The claim when an NDA is violated
- Injunction — A common remedy to stop disclosure
- Buyout Agreement — Often paired with confidentiality terms
Barnes Walker Business Law
Barnes Walker's business attorneys draft and enforce NDAs and confidentiality agreements for Florida companies. Request a legal inquiry for assistance.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC