Several principles may be applied to determine the enforceability of a Non-Disclosure agreement (NDA). For example, the court may consider several factors including:
- The duration of the confidentiality term i.e. how long the information within the scope of the non-disclosure agreement must be kept confidential. The confidentiality term should be reasonable and is usually connected to the industry of the discloser and the nature of the confidential information.
- The coverage of the agreement. This refers to whether the agreement is mutual or one-way.
- Whether both parties obtained independent legal advice.
Non-Disclosure agreements that are properly drafted and are intended to protect specific information for a reasonable and identified duration and purpose are more likely to hold up in court than those that are overly vague and intractable.