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 Vermont, as in other states, nondisclosure agreements (NDAs) are considered legally binding contracts that are subject to the state's contract laws. These agreements are used to protect confidential and proprietary information from being disclosed to unauthorized parties or used for purposes other than those specified within the agreement. The enforceability of an NDA in Vermont depends on various factors, including the clarity of the terms, the reasonableness of the confidentiality obligations, and the presence of any unconscionable or illegal provisions. Vermont courts will interpret and enforce NDAs based on the intent of the parties and the specifics of the agreement. If the NDA includes a choice of law provision, Vermont courts will typically honor this provision, provided it does not conflict with Vermont public policy or statutory law. 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 Vermont law.