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In a general sense, non-disclosure agreement is a legal contract between at least two parties which outlines confidential materials or knowledge the parties wish to share with one another for certain purposes, but wish to restrict from generalized use. In other words, it is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of trade secret.


It should include the definition of what is confidential, i.e. the information to be held confidential. Modern NDAs will typically include a laundry-list of types of items which are covered, including unpublished patent applications, know-how, schema, financial information, verbal representations, business strategies, etc;

Other information should be included:

the exclusions from what must be kept confidential.
the term (in years) of the confidentiality, i.e. the time period of confidentiality;
the term (in years) the agreement is binding;