How to write an NDA
A non-disclosure agreement (NDA) binds someone who receives your confidential information to keep it private and use it only for an agreed purpose. A good one is short, specific, and written to your state’s law.
The parts every NDA needs
- The parties. Who is disclosing and who is receiving. A one-way NDA protects one side; a mutual NDA protects both.
- A definition of confidential information. Name the categories being protected, such as product designs or financials, rather than saying “everything.”
- Obligations and term. What the receiving party must do, and for how long the duty to keep quiet lasts.
- Exclusions. Information that is already public, already known, or independently developed is normally carved out.
- Governing law. Which state’s law applies and where a dispute is heard.
The mistakes that make an NDA weak
- Terms so broad a court will not enforce them.
- An indefinite time limit where the state expects a reasonable one.
- Confidentiality language that quietly acts as a non-compete in a state that restricts them.
Why the state matters
Enforceability, notarization, and how confidentiality interacts with non-competes all vary by state. Texas and Florida enforce reasonable restrictions differently than California, which is hostile to restraints on employment. That is why a state-specific NDA beats a generic national form.