ABSTRACT
Nondisclosure agreements (sometimes called confidentiality agreements) (NDAs) are used in several situations and transaction types to protect information exchanged by the parties to a transaction. Most notably, NDAs are used at the inception of a proposed business relationship to ensure that confidential information disclosed by the parties prior to executing a definitive agreement is protected from unauthorized disclosure. If the parties decide to enter into a definitive agreement (for example, a professional services or software licensing agreement) following their initial discussions, the NDA would commonly be replaced by the confidentiality provisions of the final definitive agreement. In the foregoing example, an NDA is used as an interim agreement to ensure initial discussions, and information exchanged by the parties during such discussions, are protected by written confidentiality obligations.
