Nondisclosure agreements—also known as NDAs or confidentiality agreements—are legally enforceable contracts that obligate the parties to the agreement to keep information shared in the course of the parties’ relationship confidential—and not to use it for any other purpose or disclose it to any other person or entity not authorized to receive the information. Nondisclosure agreements are used in a variety of business, employment, and work relationships, including between employers and employees and companies and independent contractors.
Nondisclosure agreements typically include a definition of what constitutes confidential information under the agreement and may be limited to a period of time—usually a number of years—in which confidential information shared between the parties cannot be used or disclosed. Nondisclosure agreements also usually include a provision stating that one or both parties agree that if one party violates the agreement the other party would not have an adequate remedy at law—meaning money damages awarded by a judge or jury would not adequately compensate the party whose confidential information was disclosed—and a court may enter an injunction ordering the party who improperly disclosed the confidential information not to do so again, or face additional penalties (civil and criminal contempt of court) for violating the court’s order.
Because nondisclosure agreements are contracts they are generally governed by state contract law, and which state’s law applies is determined by whether the parties agreed to the applicable law in the NDA (a choice-of-law provision), where the parties are located, or where property or places important to the relationship are located—such as real estate, personal property, intellectual property, corporate headquarters, or place of work—or other relevant facts and circumstances.
In Virginia, nondisclosure agreements (NDAs), also known as confidentiality agreements, are recognized and enforceable under state contract law. These agreements require parties to maintain the confidentiality of shared information and restrict its use outside the agreed-upon terms. NDAs define what is considered confidential and often include a time frame for the confidentiality obligation. Virginia law allows for the enforcement of NDAs through legal remedies, including injunctions, which can prevent further disclosure and impose penalties for breaches of the agreement. The applicability of Virginia law to an NDA can depend on a choice-of-law provision within the agreement, the location of the parties, or the location of relevant assets or operations. If a party violates an NDA, the other party may seek court intervention for an adequate remedy, which could include monetary damages or an injunction to prevent further unauthorized use or disclosure of confidential information.