A non-disclosure agreement (NDA) is a legal contract by which one or more parties agree to keep certain information confidential. NDAs can be mutual (both parties protect each other's information) or one-way (only one party discloses).
Typical clauses include: definition of confidential information, permitted uses, exclusions (independently developed, publicly known, legally compelled disclosure), term length, and remedies for breach. Standard terms range from 2-5 years.
NDAs are commonly required before sharing pitch decks with investors, before vendor diligence, and at the start of partnership discussions. Click-through NDAs (presented as a modal before document access) are increasingly common in data rooms and high-stakes shares.