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Business wiki · Contracts and intellectual property

NDA

A contract restricting how specified confidential information may be used and disclosed.

Search terms: Non-disclosure agreement confidentiality agreement

A business example

A founder wants a prospective manufacturer to review a confidential product drawing before quoting.

Follow the exampleFictional business scenario
  1. Define the information

    Identify the drawings and specifications being shared.

  2. Limit the use

    Agree that the material is used only to evaluate and quote for the proposed work.

  3. Control onward sharing

    Specify who may receive it and what happens if discussions end.

What this shows

The NDA addresses use and disclosure. Manufacturing rights, design ownership and the eventual supply contract still need their own terms.

What it is often confused with

An NDA does not automatically transfer intellectual property or prevent all lawful independent development.

What to look at in your business

Define protected information, permitted use, recipients, duration and return or deletion duties.

Context and further reading

This entry explains the business term. The related guide below provides the next layer of context; any applicable legal test depends on the transaction and relevant period.

Commercial legal and IP →

Related terms

Indemnity

A contractual promise to cover specified losses or claims, subject to its wording and applicable law.

Arbitration

A dispute-resolution process in which an agreed tribunal decides matters within the arbitration agreement, subject to law.

Trademark

A sign used to distinguish one business's goods or services from those of others.