Nondisclosure Agreements Key Terms

Learn terminology associated with nondisclosure agreements

A nondisclosure agreement (NDA) is an agreement between two parties to share information for specific purposes. The necessity of the agreement is to keep this shared information only between the two parties and to not have it released to the public or any other entity not directly involved. This type of agreement is used for trade secrets, budget issues and a variety of other non-public information involving one or both of the businesses in the agreement.

Disclosing party

The disclosing party in a nondisclosure agreement is the individual or business that is offering information to the other party. This is usually the party that asks for a nondisclosure agreement to be signed.

Receiving party

The receiving party is the party in a nondisclosure agreement that receives the information. The responsibility of the receiving party is to keep the information confidential in accordance with the terms of the agreement.

Trade secrets

Trade secrets include any information shared by the two parties deemed confidential. These encompass any confidential information in the agreement that should not be given to unauthorized parties or released to the public.

Exclusions

All contracts contain exclusions to the agreement. For most nondisclosure agreements, exclusions are bits of information already known by the public, information learned through legitimate means and information discovered by the receiving party before disclosure by the disclosing party.
Energy TechNet, in its  NDA overview, offers examples of what exclusions are usually considered in this type of agreement.

Severability

Severability is a provision in many contracts that states if one or more parts of the agreement is found illegal, the rest of the nondisclosure agreement still applies.
The Yale University Library offers example severability clauses for contracts.

Waiver

A waiver in any legal document provides another way to exercise the rights of one or both parties in terms of the agreement, but a waiver does not cover instances where the parties do not exercise the rights of the agreement prior to any issues.
Expert Law offers examples of common contract clauses, including the waiver clause found in many NDAs.

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