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 Virginia, 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 Virginia is subject to the state's contract laws, which require that the agreement be entered into by legally competent parties, for a lawful purpose, and with mutual assent and consideration. Virginia courts will interpret NDAs based on the specific terms and conditions outlined in the agreement and the intent of the parties. If there is a 'choice of law' provision within the NDA, Virginia courts will typically honor this provision, applying the specified state's law to interpret and enforce the agreement, provided that the chosen law does not contravene Virginia's public policy. It is important for parties entering into an NDA in Virginia to ensure that the terms are clear, the scope of the confidential information is well-defined, and that the agreement complies with any relevant state statutes and federal laws.