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 Pennsylvania (PA), nondisclosure agreements (NDAs) are recognized and enforceable contracts 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 PA depends on several factors, including the reasonableness of the agreement's scope, duration, and the nature of the information protected. The agreement must also meet general contract requirements, such as consideration, mutual assent, and legal purpose. Pennsylvania courts will interpret NDAs based on state contract law, and parties can specify within the NDA which state's law will govern in the event of a dispute (choice of law provision). It is important for parties entering into an NDA to ensure that the terms are clear, reasonable, and that the agreement does not violate any state or federal laws.