What Is a Non-Disclosure Agreement (NDA)?

A non-disclosure agreement — commonly called an NDA or confidentiality agreement — is a legally binding contract in which one or more parties agree to keep certain information confidential and not disclose it to third parties without authorization. NDAs are one of the most commonly used business contracts, and one of the most important tools for protecting a company’s confidential information, trade secrets, and competitive advantages.

Russo Law LLC drafts, reviews, and negotiates NDAs for businesses and business owners throughout New York and New Jersey. Whether you are sharing proprietary information with a potential partner, hiring an employee with access to sensitive data, or entering a business acquisition process, a well-drafted NDA is essential protection.

What Does an NDA Cover?

An NDA typically covers:

Confidential information — the definition of what information is protected, which can include trade secrets, financial data, customer lists, business strategies, technical information, and proprietary processes
Obligations of the receiving party — what the receiving party can and cannot do with the confidential information
Permitted disclosures — exceptions such as information already in the public domain, information independently developed, or disclosures required by law
Term — how long the confidentiality obligation lasts
Remedies for breach — what happens if the NDA is violated, including injunctive relief and damages

Types of NDAs

NDAs come in several forms depending on the nature of the relationship:

Unilateral NDA — one party discloses confidential information and the other party agrees to keep it confidential. Common in employer-employee and vendor relationships
Mutual NDA — both parties share confidential information and both agree to keep it confidential. Common in business partnerships, joint ventures, and M&A discussions
Multilateral NDA — three or more parties are involved, with at least one disclosing confidential information to the others

When Do You Need an NDA?

Common situations where an NDA is essential include:

Sharing financial or operational information with a potential buyer or investor during business acquisition discussions
Hiring employees or contractors who will have access to trade secrets or sensitive business information
Negotiating a joint venture, partnership, or licensing arrangement
Sharing proprietary technology, software, or processes with a vendor or service provider
Discussing a potential business deal where either party needs to share sensitive information to evaluate the opportunity

Frequently Asked Questions — NDAs in New York and New Jersey

Is an NDA enforceable in New York and New Jersey?

Yes. NDAs are generally enforceable in both New York and New Jersey, provided they are properly drafted, supported by consideration, and not overly broad. Courts in both states will enforce reasonable confidentiality obligations but may decline to enforce terms that are vague, indefinite, or unreasonably restrictive. Working with an experienced business lawyer to draft your NDA helps ensure it will hold up if challenged.

How long does an NDA last?

The term of an NDA depends on what the parties agree to. Many NDAs have a fixed term of two to five years. Others protect certain categories of information — particularly trade secrets — indefinitely. The appropriate term depends on the nature of the information being protected and the context of the relationship.

What happens if someone violates an NDA?

If a party violates an NDA, the disclosing party may seek damages for any losses caused by the breach, as well as injunctive relief to prevent further disclosure. Many NDAs include specific provisions addressing remedies, including liquidated damages clauses. Russo Law LLC represents clients in NDA disputes and enforcement proceedings in New York and New Jersey.

The information on this page is general in nature and does not constitute legal advice. Every situation involves unique facts, and no specific strategy or recommendation can be made without a full review of your circumstances.

Schedule a Free Consultation

If you need an NDA drafted, reviewed, or negotiated for your business in New York or New Jersey, call 929-262-1101 or schedule a free consultation with Russo Law LLC.