Dictionary

Non-disclosure agreement (NDA)

“A contract in which one or both parties agree to keep specified information confidential and use it only for an agreed purpose. An NDA does not stop anyone from building a similar idea independently.”

Why non-disclosure agreement (NDA) matters to a first-time founder

An NDA can make expectations clear before you share product plans, customer data or technical details with staff, suppliers or potential partners. It supports confidentiality but cannot prevent every leak. Founders still need access controls, careful disclosure and a practical way to prove what information was protected.

Examples of non-disclosure agreement (NDA)

A startup gives a manufacturer unreleased product specifications after both sign a two-year NDA. The agreement permits use only to prepare a production quote and bars disclosure to outsiders, except approved subcontractors under equivalent duties. The startup labels the files confidential and records exactly what it shared.

Common misunderstanding

An NDA does not automatically make every conversation secret, transfer intellectual-property ownership or replace a non-compete clause. Courts may reject terms that are vague, excessive or contrary to law. Exceptions commonly cover information already public, independently developed or legally required to be disclosed, but wording and enforceability vary.

When to use it

Use one before sharing genuinely sensitive information when the recipient needs access and the risk justifies the paperwork. Define the information, permitted purpose, recipients, duration and required safeguards. Do not demand an NDA for routine public information, and obtain local legal advice for high-value disclosures or cross-border deals.