NDA: Simple Guide to Non‑Disclosure Agreements

Think an NDA is just a one-page form you sign without reading? That’s where problems start. A non-disclosure agreement (NDA) is a legal promise to keep certain information private. People use them for job hires, business talks, tech deals, research partnerships, and even media interviews. Knowing what an NDA really says helps you protect your ideas and avoid surprises.

Key clauses to watch

Not all NDAs are the same. Here are the parts I always check first:

What counts as confidential: This should be clear and narrow. If the definition is vague, you might accidentally promise to hide normal business facts.

Exceptions: Good NDAs list what isn’t confidential—information already public, independently developed facts, or something you already knew.

How long it lasts: Some NDAs run for a set number of years, others forever. For most business talks, 2–5 years is reasonable. Perpetual secrecy is hard to enforce and may be unfair.

Permitted uses and people: See who can see the info (employees, lawyers, accountants) and what they may do with it. Ask for limits on third-party sharing.

Remedies and penalties: Does the NDA say what happens if someone breaks it? Some include big fines or give the other side the right to sue immediately.

Quick tips before you sign

Keep it simple and practical. A few things to try:

Read the definition: If it covers “all information,” ask to narrow it to specific projects or documents.

Limit time and scope: Shorter timeframes and clear purposes stop an NDA from blocking future work.

Add carve-outs: If you’re an academic, include a publication carve-out. If you need to hire consultants, allow disclosures to advisors under similar obligations.

Choose a fair jurisdiction: If the other party is abroad, pick a neutral place or your local courts. Enforcement varies by country, and that matters in Africa where laws and court speed differ.

Don’t sign anything you don’t understand: For big deals, get a lawyer. For smaller items, use plain-language templates and ask for changes you can live with.

NDAs are tools, not traps. Used well, they protect your work. Used badly, they can stop you from speaking, working, or publishing. Read the agreement, ask questions, and tighten anything vague.

Want real examples and news about NDAs and related legal moves? Browse the NDA tag on African EduNews Tree for stories, court cases, and practical updates from across the continent.