nondisclosure agreement
C1Formal; primarily professional/legal.
Definition
Meaning
A legally binding contract between two or more parties that prohibits the sharing of confidential information with outsiders.
A document used to protect sensitive business, technical, or personal information, specifying what cannot be disclosed, to whom, for how long, and the consequences of violation. Often required before business negotiations, employment, or collaboration.
Linguistics
Semantic Notes
Refers to the specific contract itself, not the act of not disclosing. Commonly abbreviated as 'NDA'. The hyphenated form 'non-disclosure agreement' is also common.
Dialectal Variation
British vs American Usage
Differences
No significant difference in meaning or usage. The hyphenated variant 'non-disclosure agreement' might be slightly more common in British English writing.
Connotations
Identical in both varieties; associated with legal/business formality, confidentiality, and trust.
Frequency
High frequency in legal and business contexts in both regions. The abbreviation 'NDA' is universally common in spoken professional English.
Vocabulary
Collocations
Grammar
Valency Patterns
sign a nondisclosure agreementbe subject to a nondisclosure agreementbe bound by a nondisclosure agreemententer into a nondisclosure agreementrequire a nondisclosure agreement from someoneVocabulary
Synonyms
Strong
Neutral
Weak
Vocabulary
Antonyms
Phrases
Idioms & Phrases
- “They made me sign my life away. (informal exaggeration for signing a strict NDA)”
- “Mum's the word. (informal idiom for promising secrecy)”
Usage
Context Usage
Business
Essential before mergers, product launches, or hiring key staff. 'All potential buyers must sign a nondisclosure agreement before reviewing the company's finances.'
Academic
Used in research partnerships with private industry or for protecting unpublished findings. 'The collaboration was formalised with a mutual nondisclosure agreement.'
Everyday
Rare; might be mentioned in relation to a new job or a TV show contestant. 'I started my new job today and had to sign loads of paperwork, including an NDA.'
Technical
Standard in software development, engineering, and patent discussions to protect intellectual property.
Examples
By Part of Speech
verb
British English
- The contractor was nondisclosed.
- We'll need to nondisclose that clause. (Rare/Non-standard. Note: 'nondisclose' is not a standard verb. The concept is expressed as 'be under an NDA' or 'be bound to nondisclosure').
American English
- They can't talk about it because they're NDA'd. (Informal/Jargon)
- The project details are heavily NDA'd. (Informal/Jargon)
adverb
British English
- He spoke nondisclosingly about the project. (Non-standard/Unidiomatic)
American English
- She answered nondisclosively. (Non-standard/Unidiomatic)
adjective
British English
- She attended a nondisclosure meeting. (Possible but rare; 'confidential meeting' is better)
- They sent us a nondisclosure document.
American English
- We have a strict nondisclosure policy.
- All employees must complete nondisclosure training.
Examples
By CEFR Level
- My new job required me to sign a nondisclosure agreement.
- You cannot discuss the project details without an NDA.
- Before the acquisition talks could begin, both parties executed a mutual nondisclosure agreement.
- The freelancer breached her NDA by posting proprietary code online.
- The stringent nondisclosure agreement stipulated liquidated damages of £50,000 for any unauthorised disclosure of the algorithm.
- Our counsel advised us to tailor the NDA's definition of 'Confidential Information' to exclude publicly available data.
Learning
Memory Aids
Mnemonic
Think: 'Non-Disclosure' = NOT telling. An 'Agreement' to NOT tell secrets.
Conceptual Metaphor
CONFIDENTIALITY IS A LOCKED CONTAINER (the agreement 'locks' information away). INFORMATION IS A COMMODITY (the agreement protects its value).
Watch out
Common Pitfalls
Translation Traps (for Russian speakers)
- Avoid calquing as "неразглашательное соглашение". The standard Russian legal term is "соглашение о неразглашении (информации)" or "договор о конфиденциальности".
- The abbreviation 'NDA' (эн-ди-эй) is widely used and understood in Russian professional jargon.
Common Mistakes
- Using 'nondisclosure' as a standalone noun (e.g., 'I have a nondisclosure' – incorrect; say 'I have an NDA' or 'I'm under a nondisclosure agreement').
- Confusing 'nondisclosure agreement' (a contract) with 'confidentiality' (the general concept).
Practice
Quiz
What is the PRIMARY purpose of a nondisclosure agreement?
FAQ
Frequently Asked Questions
In spoken business English, 'NDA' is extremely common. In formal legal writing, the full term 'nondisclosure agreement' or 'non-disclosure agreement' is typically used.
Violating an NDA is a breach of contract. The other party can sue for damages (financial compensation for losses) and may seek a court injunction to stop further disclosure. The specific penalties are outlined in the agreement itself.
Some NDAs have perpetual terms for truly secret information (like the Coca-Cola recipe). However, most have a fixed term (e.g., 2, 5, or 10 years), after which the information is no longer protected by the agreement.
A unilateral (or one-way) NDA binds only one party to secrecy. A mutual (or two-way) NDA binds all signing parties to keep each other's information confidential. Mutual NDAs are common in joint ventures or mergers.