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 Rhode Island (RI), 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 RI depends on its compliance with general contract principles, such as the presence of an offer, acceptance, consideration, and mutual assent. The agreement must also be for a lawful purpose and the terms must be clear and specific enough to be enforceable. Additionally, the NDA must not violate public policy or be overly broad in scope or duration. If a dispute arises, Rhode Island courts will interpret and enforce the NDA based on the state's contract laws, unless the parties have included a choice of law provision specifying that the laws of another jurisdiction govern the agreement. It is advisable for parties entering into an NDA to consult with an attorney to ensure that the agreement is legally sound and enforceable under Rhode Island law.