Non-Disclosure Agreements (NDAs)

Your constantly-updated definition of Non-Disclosure Agreements (NDAs) and collection of videos and articles
84 shares

What are Non-Disclosure Agreements (NDAs)?

A non-disclosure agreement (NDA) is often part of a contract of employment or services. Its objective is to keep sensitive information about an organization, the products or services it offers and its customers confidential, particularly from competitors. Morgane Peng, Design Director at Societe Generale CIB, introduces the topic in this video: 

Show Hide video transcript
  1. Transcript loading…
 

NDAs come in two main forms: 

  • Mutual NDAs bind both parties to maintain each other’s defined confidential details, while 

  • Unilateral (one way) NDAs address confidentiality for only one of the parties. 

The latter are used in contracts of employment or services. Mutual NDAs would be used in business-to-business relationships. 

What is Confidential Information? 

Confidential information is usually defined in the NDA itself, but it is likely to include financial, contractual or technical details that could damage the organization if divulged. This will include information that could benefit the organization’s competitors. Common examples are: 

  • Trade secrets 

  • Technical, engineering, scientific research and development 

  • Manufacturing or research processes 

  • Employee lists or salary details 

  • Financial performance or projections 

When is an NDA Used? 

A non-disclosure agreement may form part of a contract of employment or services. It can sometimes appear as a confidentiality clause, or it might be a separate contract altogether. NDAs may be created as a part of contract termination, but the validity period for this kind of agreement can vary according to the jurisdiction. For example, in the UK, NDAs outside of an ongoing contractual relationship are deemed valid for between three and five years. So that would be the case when an NDA is created under UK laws. 

Whose Laws Apply? 

When two parties to an NDA are in different countries, there are two separate legal considerations: 

  • Jurisdiction: This is the country whose laws will be applied to the contract. If we used the example above regarding period of validity, a separate NDA that was to be enforced for 10 years may not be considered lawful under UK jurisdiction. 

  • Governing country: This is where a legal challenge or enforcement of the NDA would be heard. From an employee’s or service provider’s point of view, this would ideally be their country of residence. 

When negotiating an NDA, it is common for the jurisdiction to be the agreement originator’s country and the governing country to be the residence of the second party. 

Common Problems with NDAs 

The behaviors outlined in NDAs must be reasonable and lawful. There are several common stumbling points when drafting them: 

  • Broad language. If an NDA is too broad in duration or scope, it may be declared void in court. 

  • Not confidential information. If an NDA covers information that has already been supplied or is public knowledge, a court may consider the agreement to be irrelevant. 

  • Not lawful. Ethical, behavioral, safety or criminal issues that should be reported cannot be addressed in an NDA. For example, it would be unlawful for an NDA to cover sexual harassment or whistleblowing in most jurisdictions. 

  • No consideration. For agreements to be lawful, there must be some benefit to both parties. This is quite clear if part of a contract of employment or services. But in other cases, if the agreement is entirely one-sided, it may not be binding. 

How an NDA Might Affect an Employee or Service Provider 

As an employee or service provider, if an NDA or confidentiality clause was part of your original contract, you may find that you cannot detail certain aspects of your work when you update your CV or portfolio. See our article, How to Handle Non-Disclosure Agreements (NDAs) When You Write Your UX Case Study on this topic

If you are being asked to sign an NDA or confidentiality agreement at the end of your contract, you are generally under no obligation to do so. You might wish to take legal advice. 

NDAs in Design 

Design projects can make clients vulnerable since they need to share potentially sensitive information as part of their brief. They are likely to want to protect this information with a non-disclosure agreement. Here are some typical scenarios

  • A project that will be presented to potential partners, investors or distributors. 

  • Any activities that require access to financial, marketing, technical or proprietary information. 

  • A new product or service that is to be kept secret until a specific date. 

Learn More About NDAs 

How to Handle Non-Disclosure Agreements (NDAs) When You Write Your UX Case Study.

Keep it Confidential: How to Showcase Your NDA-Protected Design Work.

Some of the shortcomings in using NDAs are described in the Harvard Business Review: NDAs Are Out of Control. Here’s What Needs to Change

Chetan Yadav describes some of his own experience as a UX designer working under an NDA in his informative article

LegalZoom provides several free NDA templates for business, employees and contractors

Questions about Non-Disclosure Agreements (Ndas)

What does NDA stand for in business?

The abbreviation NDA has several uses, but in business, it usually stands for Non-Disclosure Agreement. This contract, typically between two parties, limits what defined, confidential information about one or both parties may be disclosed to others.

What is an NDA?

An NDA, or non-disclosure agreement, is a contract, typically between two parties, that limits the disclosure of defined, confidential information about one or both parties to others.

What happens if you break an NDA?

Breaking an NDA, or non-disclosure agreement, is not a crime. Still, the originator of the agreement may be able to ask a court to impose financial penalties and associated legal costs if you do.

How long does an NDA last?

The validity of non-disclosure agreements or NDAs may vary by jurisdiction. An NDA that is part of a contract of employment or supply of services (sometimes also called a confidentiality clause) is likely to last for the lifetime of that contract. However, separate NDAs or those extending beyond the contract's termination may be valid for one to five years, depending on the governing laws. For example, in the UK, such an NDA is likely valid for three to five years.

How to write an NDA?

There are a variety of NDA templates available for free use, but be sure to choose one that’s valid for the laws of your country (the “jurisdiction”). These are the general steps: 

  1. Identify the confidential information 

  1. Describe how the confidential information must be treated 

  1. State any exclusions 

  1. Describe the obligations of the receiving part 

  1. State the duration of the agreement. 

  1. For multinational agreements, identify the jurisdiction (which countries’ law are to be used) and governing country (where a court case may be heard). 

Can you break an NDA to report a crime?

This is a complicated question and dependent on jurisdiction.  For example, as of March 2024 in the UK, the law permits victims of crime from reporting them regardless of the presence of an NDA: 

Changes to the law announced today (Thursday 28 March) will clarify that NDAs cannot be legally enforced if they prevent victims from reporting a crime and will ensure information related to criminal conduct can be discussed with the following groups without fear of legal action:     

  • police or other bodies which investigate or prosecute crime 

  • qualified and regulated lawyers. -other support services such as counsellors, advocacy services, or medical professionals, which operate under clear confidentiality principles. 

In the US, the general answer is “yes,” but many sources point out that it is not a straightforward situation. Seek legal advice if in doubt. 

Answer a Short Quiz to Earn a Gift

Question 1

What is the main purpose of a non-disclosure agreement (NDA)?

1 point towards your gift

Question 2

Which type of NDA binds both parties to protect each other’s confidential information?

1 point towards your gift

Question 3

Which of the following is a common problem that could make an NDA void?

1 point towards your gift

Question 4

What does the term "jurisdiction" refer to in an NDA context?

1 point towards your gift

Question 5

In which scenario is a non-disclosure agreement most likely to be used in a design project?

1 point towards your gift

Better luck next time!

0 out of 5 questions answered correctly

Do you want to improve your UX / UI Design skills? Join us now

Congratulations! You did amazing

5 out of 5 questions answered correctly

You earned your gift with a perfect score! Let us send it to you.

Letter from IxDF

Check Your Inbox

We’ve emailed your gift to name@email.com.

Do you want to improve your UX / UI Design skills? Join us now

Literature on Non-Disclosure Agreements (NDAs)

Here’s the entire UX literature on Non-Disclosure Agreements (NDAs) by the Interaction Design Foundation, collated in one place:

Learn more about Non-Disclosure Agreements (NDAs)

Take a deep dive into Non-Disclosure Agreements (NDAs) with our course Build a Standout UX/UI Portfolio: Land Your Dream Job .

“Your portfolio is your best advocate in showing your work, your skills and your personality. It also shows not only the final outcomes but the process you took to get there and how you aligned your design decisions with the business and user needs.”

— Morgane Peng, Design Director, Societe Generale CIB

In many industries, your education, certifications and previous job roles help you get a foot in the door in the hiring process. However, in the design world, this is often not the case. Potential employers and clients want to see evidence of your skills and work and assess if they fit the job or design project in question. This is where portfolios come in.

Your portfolio is your first impression, your foot in the door—it must engage your audience and stand out against the hundreds of others they might be reviewing. Join us as we equip you with the skills and knowledge to create a portfolio that takes you one step closer to your dream career.

The Build a Standout UX/UI Portfolio: Land Your Dream Job course is taught by Morgane Peng, a designer, speaker, mentor and writer who serves as Director of Experience Design at Societe Generale CIB. With over 12 years of experience in management roles, she has reviewed thousands of design portfolios and conducted hundreds of interviews with designers. She has collated her extensive real-world knowledge into this course to teach you how to build a compelling portfolio that hiring managers will want to explore.

In lesson 1, you’ll learn the importance of portfolios and which type of portfolio you should create based on your career stage and background. You’ll discover the most significant mistakes designers make in their portfolios, the importance of content over aesthetics and why today is the best day to start documenting your design processes. This knowledge will serve as your foundation as you build your portfolio.

In lesson 2, you’ll grasp the importance of hooks in your portfolio, how to write them, and the best practices based on your career stage and target audience. You’ll learn how and why to balance your professional and personal biographies in your about me section, how to talk about your life before design and how to use tools and resources in conjunction with your creativity to create a unique and distinctive portfolio.

In lesson 3, you’ll dive into case studies—the backbone of your portfolio. You’ll learn how to plan your case studies for success and hook your reader in to learn more about your design research, sketches, prototypes and outcomes. An attractive and attention-grabbing portfolio is nothing without solid and engaging case studies that effectively communicate who you are as a designer and why employers and clients should hire you.

In lesson 4, you’ll understand the industry expectations for your portfolio and how to apply the finishing touches that illustrate your attention to detail. You’ll explore how visual design, menus and structure, landing pages, visualizations and interactive elements make your portfolio accessible, engaging and compelling. Finally, you’ll learn the tips and best practices to follow when you convert your portfolio into a presentation for interviews and pitches.

Throughout the course, you'll get practical tips to apply to your portfolio. In the "Build Your Portfolio" project, you'll create your portfolio strategy, write and test your hook, build a case study and prepare your portfolio presentation. You’ll be able to share your progress, tips and reflections with your coursemates, gain insights from the community and elevate each other’s portfolios.

All open-source articles on Non-Disclosure Agreements (NDAs)

Please check the value and try again.

Open Access—Link to us!

We believe in Open Access and the democratization of knowledge. Unfortunately, world-class educational materials such as this page are normally hidden behind paywalls or in expensive textbooks.

If you want this to change, , link to us, or join us to help us democratize design knowledge!

Share Knowledge, Get Respect!

Share on:

or copy link

Cite according to academic standards

Simply copy and paste the text below into your bibliographic reference list, onto your blog, or anywhere else. You can also just hyperlink to this page.

Interaction Design Foundation - IxDF. (2024, July 25). What are Non-Disclosure Agreements (NDAs)?. Interaction Design Foundation - IxDF.

New to UX Design? We're Giving You a Free eBook!

The Basics of User Experience Design

Download our free ebook “The Basics of User Experience Design” to learn about core concepts of UX design.

In 9 chapters, we’ll cover: conducting user interviews, design thinking, interaction design, mobile UX design, usability, UX research, and many more!

A valid email address is required.
314,855 designers enjoy our newsletter—sure you don’t want to receive it?