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 Arizona, 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. Arizona courts interpret and enforce NDAs under the state's contract law principles. The specific enforceability of an NDA in Arizona will depend on the agreement meeting certain legal requirements, such as the presence of consideration, specificity in defining what constitutes confidential information, and reasonable duration and scope. Additionally, the parties to an NDA can choose to include a 'choice of law' provision, which designates which state's laws will govern the interpretation and enforcement of the agreement. If such a provision is included and is reasonable, Arizona courts will typically honor it, unless it contradicts public policy or statutory law. It is advisable for parties entering into an NDA in Arizona to consult with an attorney to ensure that the agreement is legally sound and enforceable.