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 New Jersey, nondisclosure agreements (NDAs) are recognized and enforceable contracts used to protect confidential and proprietary information. They are governed by New Jersey contract law, which requires that the agreements meet certain criteria to be legally binding, such as mutual assent, lawful subject matter, consideration, and sufficient specificity regarding the obligations of the parties. The purpose of an NDA in New Jersey is to prevent the receiving party from using the shared information for any purpose other than what is agreed upon and from disclosing it to unauthorized third parties. The specific terms of an NDA, including the duration of the confidentiality obligation and any exceptions to confidentiality, are determined by the language of the agreement itself. Parties to an NDA can also include a choice of law provision to specify that the agreement will be governed by the laws of a particular state, which need not be New Jersey, even if the agreement is executed or the parties are located there. Violations of an NDA can lead to legal remedies such as injunctions to prevent further breaches and monetary damages for losses incurred due to the breach.