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 Maryland, nondisclosure agreements (NDAs) are recognized and enforceable contracts that are used to protect confidential and proprietary information shared between parties. The enforceability of an NDA in Maryland is based on general principles of contract law, which require that the agreement be entered into voluntarily by competent parties, for a lawful purpose, and with consideration exchanged. The NDA must clearly define the confidential information, the scope of the confidentiality obligation, the duration of the obligation, and any exclusions from confidential treatment. Maryland courts will interpret and enforce NDAs to the extent that they are reasonable in scope and duration and do not violate public policy. If there is a choice of law provision within the NDA, Maryland courts will typically honor this provision, provided it does not contravene a fundamental policy of Maryland. It is advisable for parties to consult with an attorney to ensure that the NDA is properly drafted to meet legal requirements and to address any specific concerns related to the confidential information being protected.