NDA (Non-Disclosure Agreement) là gì?

NDAs define: (1) what information is considered confidential; (2) who has access to it; (3) the duration of the confidentiality obligation; and (4) permitted exceptions (e.g., information already public or required by court order). They can be unilateral (one party shares, the other is bound) or mutual (both parties share and are both bound). Mutual NDAs are common in partnership discussions; unilateral NDAs are standard when an employee or contractor accesses company information. Key negotiation points include the definition of 'confidential information' (broader definitions favor the disclosing party), the duration (perpetual for trade secrets, typically 2–5 years for business information), and the remedies clause (most NDAs allow injunctive relief in addition to damages). In employment contexts, overly broad NDAs — particularly those restricting discussion of wages, working conditions, or workplace misconduct — may be unenforceable under state labor law or the NLRA. Several states have limited NDA use in sexual harassment settlements. A well-drafted NDA is your first line of defense for protecting proprietary business information, trade secrets, and strategic plans.

Many founders, freelancers, and business owners rely on generic NDA templates downloaded from the internet — which may be unenforceable in their state, miss critical carve-outs, or fail to cover the specific information at risk. Before sharing sensitive business information, product plans, or financial data with a potential partner, investor, or vendor, a contract attorney can draft or review an NDA that is enforceable, appropriately scoped, and protective of your most valuable assets. Expert Sapiens connects you with vetted contract and IP attorneys who handle NDAs regularly.