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 South Carolina, 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 South Carolina hinges on standard contract principles, such as the presence of a lawful subject, mutual consent, consideration, and competent parties. The specific terms of the NDA, including the scope of the confidential information, the duration of the confidentiality obligation, and any exclusions from confidential treatment, are critical to its effectiveness. South Carolina courts will interpret NDAs based on the intent of the parties and the plain language of the agreement. If a dispute arises, the choice of law provision within the NDA may dictate that the laws of another state govern the interpretation and enforcement of the agreement. 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.