NDA & Confidentiality
Agreement Lawyer.

What is an NDA?

A non-disclosure agreement (NDA) — also called a confidentiality agreement — is a legally binding contract that prevents one or both parties from disclosing confidential information shared during a business relationship.

NDAs are one of the most common contracts in business. They protect trade secrets, customer lists, financial data, business strategies, proprietary processes, and any other information that gives your business a competitive advantage.

When you need an NDA

• Before sharing business information with a potential partner or investor — protect your proprietary data during negotiations
• When buying or selling a business — both buyer and seller share sensitive information during due diligence
• When hiring employees or contractors — prevent them from sharing or using your confidential information after the relationship ends
• When outsourcing work — protect your intellectual property when working with freelancers, developers, or agencies
• When entering a joint venture or partnership — ensure both parties' information is protected
• When pitching your business to investors — protect your business plan and financials during fundraising

Types of NDAs

One-way (unilateral) NDA

Only one party discloses confidential information, and the other party agrees not to share it. Common when hiring employees or contractors, or when one party is evaluating the other's business.

Mutual (bilateral) NDA

Both parties share confidential information and both agree to protect it. Common in joint ventures, partnerships, and business acquisition discussions where both sides exchange sensitive data.

Key provisions in an NDA

• Definition of confidential information — what is protected and what is excluded (publicly available information, independently developed information)
• Obligations of the receiving party — how the information must be handled, who can access it, and what security measures are required
• Duration — how long the confidentiality obligation lasts (typically 2 to 5 years, or indefinitely for trade secrets)
• Permitted disclosures — exceptions for legal requirements, court orders, or disclosures to professional advisors
• Return or destruction of information — what happens to confidential materials when the relationship ends
• Remedies for breach — including the right to seek an injunction (a court order stopping further disclosure) in addition to monetary damages
• Non-solicitation — preventing the other party from hiring your employees or soliciting your customers

Common NDA mistakes

• Using a generic template — free NDA templates are written for no one in particular. They may not protect the specific information you need to protect, and they may contain terms that are unenforceable in Ontario.
• Defining confidential information too broadly — an NDA that covers "all information" may be unenforceable. The definition must be specific enough that a court can determine what was and was not covered.
• Setting an unreasonable duration — a 10-year confidentiality period for routine business information may be struck down. The duration should match the value and sensitivity of the information.
• Forgetting to include injunctive relief — once confidential information is disclosed, monetary damages may not be enough. The NDA should explicitly preserve the right to seek an injunction.
• Not signing one at all — many businesses share sensitive information on a handshake. Without an NDA, you have limited legal recourse if the information is misused.

The value of an NDA is not the paper — it is the enforceability. A properly drafted agreement protects your information. A template gives you a false sense of security.

NDA services

Jonathan Kleiman drafts, reviews, and negotiates NDAs and confidentiality agreements for Toronto businesses:

• NDA drafting — custom NDAs tailored to your business and the specific relationship
• NDA review — independent review of an NDA the other side has asked you to sign
• Negotiation — revising and negotiating NDA terms to protect your interests
• Confidentiality provisions in contracts — embedding confidentiality clauses in commercial contracts, employment agreements, and service agreements
• Breach of NDA enforcement — demand letters, injunctions, and litigation when your NDA has been violated

Flat-fee pricing. Free 30-minute consultation. Call 416-554-1639 or book a free consultation.