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 Minnesota, nondisclosure agreements (NDAs) are recognized and enforceable contracts used to protect confidential and proprietary information from being disclosed or used for unauthorized purposes. These agreements are subject to Minnesota's contract laws, which require that the agreements be entered into by parties with the legal capacity to contract, be supported by consideration, have a lawful objective, and be sufficiently definite to be enforced. The specific terms of an NDA will dictate the obligations of the parties, the scope of the confidentiality, the duration of the agreement, and any exceptions to the nondisclosure obligations. Minnesota courts will enforce NDAs provided they are reasonable in scope and duration, and do not violate public policy or statutory law. If an NDA includes a choice of law provision, the interpretation and enforcement of the agreement may be governed by the law of the state specified, as long as the choice is reasonable and does not contravene a fundamental policy of Minnesota. Violations of NDAs can lead to legal remedies such as injunctions to prevent further breaches and monetary damages for losses incurred due to the breach.