A non-disclosure agreement defines the protected information, permitted uses, disclosure exceptions, duration, and return or destruction obligations. It may be unilateral or mutual.
Standard exceptions cover publicly available information, independently developed material, and legally compelled disclosure.
Alternative Names:
NDA, Mutual NDA
Why it Matters?
The compelled disclosure exception is the provision that matters in litigation, since a party served with a subpoena for material subject to an NDA needs a path to comply without breaching. Well-drafted provisions require notice to the disclosing party and a reasonable opportunity to seek protection. Agreements lacking that exception create a conflict between contractual and legal obligations that resolves in favor of the subpoena.
Frequently Confused with
Related terms
Frequently asked questions
What happens when an NDA conflicts with a subpoena?
Are NDAs restricted by statute?
