NDA vs Confidentiality Clause: When Does a Business Need One?

A confidentiality obligation may be contained in a standalone Non-Disclosure Agreement or in a larger commercial agreement. A standalone NDA can be useful when confidential information is exchanged before a wider transaction is concluded, such as during negotiations or due diligence. A confidentiality clause may be suitable where confidentiality is one part of an ongoing services, employment, vendor or commercial relationship. Drafting should address confidential information, permitted purposes and disclosures, exclusions, duration and handling obligations, consistently with the rest of the contract and applicable law.

Important: This article is for general informational purposes only and is not legal advice. Contract law principles and case law should be checked against the law applicable to the particular facts, date and contractual context.