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What an NDA does: Creates a legal obligation to keep shared information secret. If the other party leaks your information, you can sue for damages and get a court order to stop further disclosure.
When you need one: Before sharing business plans, financials, customer lists, product designs, software code, pricing strategies, or any information that gives you a competitive advantage.
Confidential Information — Anything you share that isn't publicly known. This NDA uses a broad definition, meaning information doesn't need to be marked "confidential" to be protected.
Standard Exclusions — Information that's NOT protected: things already public, information the other party already knew, information they develop independently, or information they get from someone else legally.
Term vs. Survival — The "term" is how long you'll be sharing information. "Survival" is how long they must keep it secret after the agreement ends. Trade secrets stay protected forever.
Reasonable Care — The receiving party must protect your information at least as carefully as they protect their own secrets.
Injunctive Relief — If they breach, you can ask a court to immediately stop them from sharing more, without having to prove exact dollar damages first.
Is this enforceable? Yes. NDAs are standard business agreements enforced by courts nationwide. The key is having clear terms and proper signatures.
What if they're in another state? Choose a governing law state (usually yours). The agreement will still be enforceable, though you may need to sue in their state.
Can I use this for employees? Yes, but employee NDAs often include additional provisions like non-compete or non-solicitation clauses. Consider a dedicated employment agreement.