A non-disclosure agreement (NDA) is a contract that keeps one party's confidential information from being used or shared by the other. It sounds formal, but it's the everyday tool behind every pitch deck, partnership talk, and freelance project where secrets change hands.
When you actually need one
You need an NDA the moment you're about to share something that would hurt you if it leaked:
- Pitching to investors or partners — business plans, financials, and roadmap.
- Hiring contractors or freelancers — they'll see your customer lists, source code, or processes.
- Onboarding employees — access to sensitive information on day one.
- Negotiating a deal — M&A, joint ventures, or licensing talks.
Mutual or one-way?
Decide the direction up front:
- One-way — only one side is sharing. Most common when you hire a contractor or pitch an investor.
- Mutual — both sides share confidential information. Typical in joint ventures and partnership talks where both parties bring secrets to the table.
Your NDA should match the actual direction of the deal. Drafting it wrong — or making it mutual when only you are sharing — adds nothing and can confuse enforcement later.
What a well-drafted NDA covers
- Definition of confidential information — broad enough to protect you, specific enough to be enforceable.
- Purpose of disclosure — the only reason the other party may use your information (e.g., "evaluating a potential partnership").
- Standard carve-outs — information that's already public, independently developed, or legally compelled isn't protected (and shouldn't be).
- Term + survival — how long the duty lasts, and how long it survives the relationship.
- Remedies — what happens on breach, including injunctive relief (the court ordering them to stop).
What happens if someone breaches
A good NDA gives you two levers: damages (money for the harm) and an injunction (a court order to stop the leak). The injunction is usually the real protection — by the time someone has shared your secrets, money alone can't undo it.
Make it legal
- Both parties sign (e-signature is fine for an NDA).
- Exchange signed copies so each side has one.
- File a copy with the deal or hiring file it relates to.
If you need a state-specific, expert-drafted NDA in about ten minutes, start here — we handle the mutual and one-way variants.