NDA vs confidentiality agreement: are they the same?
The legal difference between an NDA and a confidentiality agreement, when to use each, and the four clauses that actually matter.
They are the same document
There is no legal distinction between an NDA and a confidentiality agreement. The terms are used interchangeably. "NDA" is more common in tech and business; "confidentiality agreement" reads more formal and shows up in regulated industries (healthcare, finance, law).
What matters is the SHAPE of the agreement, not the name. Two shapes exist.
Mutual vs unilateral
Mutual: both sides may disclose confidential information and both sides have to protect it. Use this for partnership talks, due diligence, joint ventures.
Unilateral: only one side discloses. Use for vendor relationships, employee contracts, individual contractor onboarding.
The four clauses that actually matter
1. Definition of "Confidential Information": narrow + specific beats broad + vague every time. List the categories.
2. Permitted uses: the recipient can use the information ONLY for the stated purpose. State the purpose.
3. Carve-outs: information that becomes public, that the recipient already had, or that is independently developed. These are standard - if either side fights them, that is a flag.
4. Term: 2-5 years for general business, longer for trade-secret protection (often perpetual until information becomes public).
Skip the lawyer for routine NDAs
A standard mutual NDA does not require a billable hour. Bella drafts a clean two-page mutual NDA in two minutes from your party names + jurisdiction. Have a lawyer review only when one side proposes a 20-page custom NDA - those are usually the ones with bear traps.
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