A non-disclosure agreement (NDA), also known as a confidentiality

agreement (CA), confidential disclosure agreement (CDA), proprietary

information agreement (PIA) or secrecy agreement (SA), is
a legal contract between at least two parties that outlines confidential material,
knowledge, or information that the parties wish to share with one another for
certain purposes, but wish to restrict access to or by third parties. It is a contract
through which the parties agree not to disclose information covered by the
agreement. An NDA creates a confidential relationship between the parties to
protect any type of confidential and proprietary information or trade secrets. As
such, an NDA protects non-public business information.
NDAs are commonly signed when two companies, individuals, or other entities
(such as partnerships, societies, etc.) are considering doing business and need to
understand the processes used in each other's business for the purpose of
evaluating the potential business relationship. NDAs can be "mutual", meaning
both parties are restricted in their use of the materials provided, or they can
restrict the use of material by a single party.
It is also possible for an employee to sign an NDA or NDA like agreement with an
employer. In fact, some employment agreements will include a clause restricting
employees' use and dissemination of company-owned confidential information.

A confidentiality agreement (or Confidential Disclosure Agreement, CDA) and

a Non-Disclosure Agreement (or NDA) are essentially the same thing. Both are
trying to protect private or confidential information from becoming public or
more widely known. The terms (and the agreements) are interchangeable but
in practice they are used in slightly different circumstances. For example:

1. Confidentiality Agreement is used when a higher degree of secrecy is

required. Non-disclosure implies you must not disclose personal or private
information. But keeping confidential implies you be more proactive in
making sure information is kept secret. This could include putting restrictions
on the use of confidential information, protection of electronic databases,
preventing theft by employees, requiring sub-contractors to be bound by the
same agreement, etc.

2. Confidentiality Agreement is more frequently used in employment or

personal situations. Here the information could be commercially sensitive
that you come across during employment or information that is potentially
personally damaging. For example, keeping details of a dispute (or even the
fact that there was a dispute) from becoming public knowledge.

3. Non-Disclosure Agreement is more frequently used in third party or

startup situations. These third parties could be vendors, suppliers, customers
or potential investors and the type of information that needs to be kept
secret could be a trade secret, patent, invention, intellectual property, pricing
arrangement, financial information, etc.

4. Non-Disclosure Agreement is used when the obligation is one-way (or

unilateral). But if there is a two-way (or multi-lateral) exchange of secret or
commercially sensitive information, the agreement is more likely to be titled
Confidentiality Agreement.

5. Non-Disclosure Agreement or NDA is more commonly used in the US. And

by contrast, the term Confidentiality Agreement is more commonly used in
Australia, New Zealand, England and Canada.

Despite there being subtle differences in when the two terms (Confidentiality
Agreement and Non-Disclosure Agreement) are used, in practice there is no
difference between these two agreements and the terms are
interchangeable. Ultimately, whether you choose to use a Confidentiality
Agreement or a Non-Disclosure Agreement, you will have the same protection