For many new and existing businesses, their intellectual property (IP) may be by far their most valuable asset. Intellectual property can include literary works, software code, processes, formulas, manufacturing specifications, marketing plans, or designs. In some cases, a company’s ideas may literally be their only asset – consider, for example, an individual with the idea for the next smartphone app that will be downloaded by hundreds of millions of people. She, and any company that she forms to develop that app, have the asset of that idea before even a single line of code is written. Of course, it is only natural to want to protect that asset from misappropriation by other parties. In many cases, the best way to achieve this goal is to use a non-disclosure agreement (NDA) with any other parties with whom the idea may be discussed.
Fundamentally, NDA agreements are contracts between two or more parties that outline information that they wish to share with each other but not with other parties. There are two main types of NDA agreements, which are: