Non-disclosure agreement (NDA)
also known as NDA · confidentiality agreement
A contract in which the parties agree to keep shared confidential information private. Common before an agency and prospect exchange sensitive details.
For example, before pitching, a prospect asks the agency to sign an NDA so it can share its roadmap and customer data safely. The agency can then see the full picture needed to scope the work, without the client fearing a leak.
Why it matters to your firm: NDAs build the trust needed to have a real conversation, letting clients share the sensitive context that leads to better scoping and proposals. Signing them promptly signals professionalism - and understanding the common clauses keeps you from over-committing on confidentiality.
What an NDA covers
- What counts as confidential information
- Permitted uses and exclusions
- How long the obligation lasts
- Whether it is mutual or one-way
- What happens to information at the end
Common mistakes
- Signing a one-sided NDA when it should be mutual.
- Agreeing to an indefinite or unreasonable term.
- Accepting an overly broad definition that restricts normal work.