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Glossary

NDA: What is NDA?

A non-disclosure agreement is a contract that controls how confidential information can be shared, used, protected, and returned or destroyed.

A non-disclosure agreement (NDA) is a contract that protects confidential information shared between two parties from being disclosed to third parties or used for purposes outside the relationship. It is the most-signed contract type in any enterprise, and the most over-tracked one in spreadsheets.

1-5 years
Typical NDA duration range. Trade secret protections often persist indefinitely. Short-term NDAs lasting weeks to months are common for preliminary discussions; medium-term (a few years) for ongoing partnerships.
Industry research from BrewerLong, UpCounsel, EveryNDA 2024-2025; trade secret law (Defend Trade Secrets Act).
TL;DR
  • NDAs protect confidential information from being disclosed or misused outside the relationship.
  • Duration is usually 1-5 years; trade secrets often need indefinite protection.
  • The four big variables: what counts as confidential, permitted use, term length, and survival of obligations after termination.
  • Vallor reads every NDA in your portfolio so you can answer 'who can we share X with?' in seconds.

Anatomy of a Non-Disclosure Agreement (NDA)

Sample one-way (unilateral) NDA
MUTUAL NON-DISCLOSURE AGREEMENT 1. DEFINITION. "Confidential Information" means 1information disclosed by one party to the other, marked as confidential or reasonably understood to be confidential. 2. PERMITTED USE. The receiving party may use Confidential Information solely for 2the purpose of evaluating a potential business relationship. 3. TERM. This Agreement shall remain in effect for 3three (3) years from the Effective Date. 4. SURVIVAL. Obligations of confidentiality shall survive termination for 4five (5) years; trade secret obligations shall survive indefinitely. 5. RETURN. Upon termination, the receiving party shall 5return or destroy all Confidential Information.
1
DefinitionWhat counts as confidential. 'Marked or reasonably understood' is broader than 'marked confidential'. Big swing.
2
Permitted useThe narrow purpose for which the info can be used. Anything outside it is breach.
3
TermHow long the NDA itself stays in effect. Usually 1-5 years.
4
SurvivalHow long confidentiality obligations persist after termination. Often longer than the term. Trade secrets indefinitely.
5
Return / destroyWhat happens to the info after termination. Return, destroy, or certify destruction.

How Vallor handles non-disclosure agreement

1
Read every NDA in your portfolioVallor extracts definition scope, permitted use, term, survival, return obligation, and any carve-outs from each NDA.
2
Answer 'who can we share X with?' across the portfolioCited answers grounded in the actual NDA language. No more digging through email attachments to remember terms.
3
Flag NDAs with non-standard or risky languageOverly broad definitions, weak survival, missing return obligations, or jurisdiction-of-convenience. Vallor surfaces the gaps.
4
Track NDA expiration and renewalNDAs often expire silently. Vallor surfaces upcoming expirations so the team can extend, renegotiate, or close out.

Where teams trip up

✗
Treating all NDAs as boilerplateThe definition of 'confidential information' alone can shift the protective scope materially. Read the actual definition every time.
✗
Confusing term and survivalThe NDA can expire while confidentiality obligations continue. Track both.
✗
No mechanism to return or destroy on terminationSensitive info sitting on the counterparty's servers years after the deal failed is a real, common breach surface.
✗
Spreadsheet-based NDA trackingMost enterprises sign hundreds of NDAs per year. Tracking them in a spreadsheet means the team cannot answer 'is X covered?' fast enough to matter.

See also

Mutual NDA DPA MSA Obligation management Contract intelligence

FAQ

What is the difference between a one-way NDA and a mutual NDA?

A one-way (unilateral) NDA protects information shared in one direction. A mutual NDA protects information shared both ways. Mutual is the enterprise standard for early-stage discussions where either side might share confidential info.

How long should an NDA last?

Most are 1-5 years. Trade secrets often warrant indefinite protection. Marketing strategies or product roadmaps usually only need a few years. Match the duration to how long the information stays sensitive.

Are NDAs enforceable?

Yes, in most jurisdictions, if the confidentiality definition is reasonable, the permitted use is clear, and the survival period is proportionate to the information's sensitivity. Overly broad NDAs can be voided as restraints on speech.

Do NDAs survive after the contract ends?

Often yes, through an explicit 'survival' clause. Confidentiality obligations commonly survive 3-7 years past termination; trade secret obligations frequently survive indefinitely.

How does Vallor handle NDA portfolios?

Vallor reads every NDA in your portfolio, structures the key fields, and lets you query 'who has access to X?', 'which NDAs expire next quarter?', or 'which counterparties have restrictive return clauses?' with cited answers in seconds.

Last updated: 2026-05-21. Part of Vallor's contract intelligence glossary.