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 Massachusetts, nondisclosure agreements (NDAs) are recognized and enforceable contracts used to protect confidential and proprietary information. They are governed by Massachusetts contract law, which requires that the agreements meet certain criteria to be legally binding, such as mutual assent, lawful subject matter, consideration, and parties with the capacity to contract. The specific terms of an NDA will dictate the obligations of the parties regarding the use and disclosure of confidential information. The agreement can stipulate that the information may not be used for any purpose other than what is explicitly stated and that it cannot be shared with third parties not bound by the NDA. Massachusetts courts will enforce NDAs provided they are reasonable in scope, duration, and geographic reach, and do not violate public policy. Additionally, parties to an NDA in Massachusetts can choose to include a 'choice of law' provision, which designates which state's laws will govern the interpretation and enforcement of the agreement, even if a dispute arises in Massachusetts.