A nondisclosure agreement—also known as an NDA, a confidentiality agreement, or a confidential disclosure agreement (CDA)—is a legally enforceable contract between persons or entities who want to share confidential, proprietary information with each other without the other party or parties to the agreement (1) using the information shared for a purpose other than the intended purpose (as defined in the NDA) or (2) sharing the confidential, proprietary information with persons or entities who are not parties to the NDA.

Nondisclosure agreements are generally interpreted and enforced according to the contract law of the state where one or both parties are located, and may governed by the law of the state the parties’ agreed to in a choice of law provision in the NDA.

In Ohio, nondisclosure agreements (NDAs) are recognized and enforceable contracts that are used to protect confidential and proprietary information. These agreements prevent the receiving party from using the information for unauthorized purposes or disclosing it to third parties not bound by the NDA. Ohio courts will interpret and enforce NDAs based on the state's contract law principles. The specific terms of the NDA, such as the definition of confidential information, the duration of the confidentiality obligation, and any exclusions from confidential status, will be critical in determining the scope and enforceability of the agreement. Additionally, parties to an NDA can choose to include a 'choice of law' provision, which designates a particular state's laws to govern the interpretation and enforcement of the contract, even if that state is different from where the parties are located. Absent such a provision, Ohio law would apply to NDAs where the parties are located in Ohio or if the NDA is otherwise connected to the state.