Non-Disclosure Agreements: When to Use Them (and When Not To)

A Non-Disclosure Agreement (NDA) is a contract in which one or both parties agree not to share specific confidential information they learn during a conversation, negotiation, or working relationship.

Why this narrower definition matters: an NDA does not protect an "idea" in the abstract — ideas themselves generally aren't protectable, and courts don't treat vague concepts as confidential information. What an NDA actually protects is specific information you disclose under it: your customer list, your financial details, your product roadmap, your source code, your unreleased designs. If you never share the specific detail, the NDA has nothing to protect — and if you're vague about what counts as confidential, the agreement becomes much harder to enforce if it's ever tested.

Most NDAs set a confidentiality term somewhere in the 1–5 year range for ordinary business information, with 3–5 years being the common middle ground for employee, vendor, and partnership NDAs. Genuine trade secrets can reasonably warrant a longer or indefinite term, since a secret formula or process can retain its value for decades if it stays secret.

Why "forever" is often a mistake, not just aggressive: courts have real skepticism toward NDAs that impose perpetual or extremely long confidentiality obligations on ordinary (non-trade-secret) business information, and some states go further — Florida, for example, has a statute that lets a judge simply disregard an "overlong" NDA's stated duration and grant only the protection actually necessary. The practical result is that an NDA written to be maximally protective can end up less enforceable than a reasonably scoped one, because a court asked to enforce it may narrow or void the very terms that made it feel airtight.