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 Nevada, nondisclosure agreements (NDAs) are recognized and enforceable contracts that are used to protect confidential and proprietary information. These agreements prevent the receiving party from using the information for unauthorized purposes or disclosing it to third parties not bound by the NDA. The enforceability of an NDA in Nevada is subject to the state's contract laws, which require that the agreement be entered into voluntarily by competent parties, for a lawful purpose, and with consideration exchanged between the parties. Additionally, the terms of the NDA must be clear and reasonable, particularly with respect to the scope of the confidential information, the duration of the confidentiality obligation, and any exclusions from confidential treatment. 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, provided that the choice is consistent with public policy and has a substantial relationship to the parties or the transaction. Violations of an NDA in Nevada can lead to legal remedies such as injunctions to prevent further breaches and monetary damages for losses incurred due to the breach.