NDA questions people actually ask.
What is the difference between an NDA and a confidentiality agreement?
None in substance. “Non-disclosure agreement” and “confidentiality agreement” are two names for the same contract, the document that protects shared confidential information. “NDA” is more common in the US and tech; “confidentiality agreement” and “CA” are common in the UK and corporate settings. The legal effect is identical.
What is the difference between a one-way and a mutual NDA?
A one-way (unilateral) NDA protects information disclosed by one party to another, for example when you pitch an idea to a potential partner. A mutual (bilateral) NDA protects information flowing both ways, standard when two businesses share information to explore a deal. The right choice depends on who is actually disclosing.
Are NDAs enforceable?
Yes, a well-drafted NDA is enforceable in virtually every major jurisdiction, provided it is reasonable in scope, duration, and definition. NDAs fail not because the concept is weak but because the drafting is: an overbroad definition, an unreasonable time period, missing remedies, or the wrong governing law. The enforceability is in the drafting.
Can I just use a free NDA template?
A template can work for the simplest, lowest-stakes situation. But a generic template does not know your information, your jurisdiction, or the relationship, and it commonly leaves out the injunction remedy, mis-defines confidential information, or picks a governing law that does not match the signers. For anything that genuinely matters, the cost of a drafted NDA is small against the cost of one that fails when you rely on it.
How long should an NDA last?
It depends on the information. Trade secrets may warrant a long or indefinite term where the law allows; commercial information often suits two to five years. The period should match how long the information stays sensitive, and stay within what your governing jurisdiction will enforce.
Do I need an NDA before pitching to investors?
Often you cannot insist on one, many professional investors decline to sign NDAs at the pitch stage. The practical answer is to share enough to interest them without disclosing the genuinely protectable secret, and to use an NDA where the relationship is more bilateral, such as with a strategic partner or in due diligence. We advise on when an NDA helps and when it does not.
Can one NDA cover parties in different countries?
Yes, but the governing law and jurisdiction clauses become critical. A cross-border NDA must choose a law and forum that the parties can realistically enforce in, and account for the different ways jurisdictions treat confidentiality and remedies. This is exactly where a drafted NDA outperforms a template.