NONDISCLOSURE AGREEMENT (NDA)

A binding agreement between persons or entities where either one party or all parties agree not to disclose information that may be exchanged between the parties that is confidential in nature and to treat specific information as a trade secret. Nondisclosure agreements are frequently used when parties discuss a potential business relationship that includes development, marketing, evaluation or securing financing. The information that is confidential is required not to be disclosed without authorization, disclosed internally only on a need to know basis and contains specific limited circumstances where the information may be disclosed, for example, pursuant to a court order. The Non-Disclosure Agreement, commonly known as an NDA, may be in a separate stand alone agreement or may be a clause within a larger contract or binding legal agreement.