A non-disclosure agreement (NDA), also known as a confidentiality agreement, is a legal contract between two or more parties that outlines confidential information that the parties wish to share for certain purposes, but wish to restrict access to or disclosure of by third parties.

Here are the key components and purposes of a non-disclosure agreement:

Confidential Information: The NDA defines what constitutes confidential information. This can include trade secrets, proprietary information, business strategies, technical know-how, customer lists, financial data, and any other sensitive or proprietary information that the parties intend to keep confidential.

Parties: The NDA identifies the parties involved, typically referred to as the disclosing party and the receiving party. The disclosing party is the party sharing the confidential information, while the receiving party is the party receiving access to the confidential information.

Purpose: The NDA specifies the purpose for which the confidential information is being shared. This could include discussions related to a potential business partnership, investment opportunity, collaboration, employment relationship, or any other specific purpose.

Obligations: The NDA outlines the obligations of the receiving party regarding the confidential information. These obligations usually include a duty to maintain confidentiality, refrain from disclosing the information to third parties without prior consent, and use the information only for the specified purpose outlined in the agreement.

Duration: The NDA specifies the duration of the confidentiality obligations. This can be for a fixed period, such as during the term of a business relationship or employment, or it can extend indefinitely, particularly for trade secrets or proprietary information.

Exceptions: The NDA may include exceptions to confidentiality obligations, such as information that is already in the public domain, information that the receiving party already possesses without an obligation of confidentiality, or information that is independently developed by the receiving party.

Remedies: The NDA typically outlines the remedies available in the event of a breach of the confidentiality obligations. This may include injunctive relief, monetary damages, or other legal remedies available under applicable law.