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 York, 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 New York depends on its compliance with general contract principles, such as the presence of consideration, mutual assent, and legality of the subject matter. Additionally, the NDA must clearly define what constitutes confidential information and the scope of the confidentiality obligation. New York courts will interpret and enforce NDAs based on the specific terms agreed upon by the parties and the intent behind the agreement. If there is a choice of law provision within the NDA, New York courts will typically honor this provision, provided it does not conflict with New York public policy or statutory law. It is advisable for parties to consult with an attorney to ensure that the NDA is legally sound and tailored to the specific circumstances of the information exchange.