NDA (Non-Disclosure Agreement)

A non-disclosure agreement (NDA) is a contract that restricts how confidential information can be used or disclosed. It defines what counts as confidential, what the receiving party can do with it, how long the obligation lasts, and what happens if it is breached.

NDAs come in three flavors: one-way (only one party shares), mutual (both share), and multi-party (M&A negotiations, joint ventures). The scope of confidential information and the term of the obligation are the two clauses that matter most.

California enforces NDAs but limits over-broad ones, particularly those that would restrict employee mobility (forbidden under Business and Professions Code §16600) or suppress reports of unlawful conduct (limited by SB 820 and SB 331). We draft NDAs that are enforceable, targeted, and aligned with California public policy.