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 Delaware (DE), a nondisclosure agreement (NDA), also known as a confidentiality agreement or a confidential disclosure agreement (CDA), is a type of contract that obligates parties to keep certain shared information confidential. The purpose of an NDA is to protect sensitive information from being used outside of the agreed-upon context or being disclosed to third parties not involved in the agreement. NDAs in Delaware are subject to the state's contract laws, which require that the agreements be entered into voluntarily by competent parties, for a lawful purpose, and with mutual assent and consideration. The enforceability of an NDA in Delaware depends on the agreement's compliance with these legal principles, as well as its specificity in defining what constitutes confidential information, the scope of the confidentiality obligation, the duration of the obligation, and any exclusions from confidential treatment. If parties to an NDA choose Delaware law in a choice of law provision, Delaware courts will generally honor this choice, provided it does not conflict with a fundamental policy of the state with a materially greater interest in the issue. It is advisable for parties to consult with an attorney to ensure that their NDA is legally enforceable and tailored to their specific needs.