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How long should an NDA last? Typical terms explained

Published · NDAs and restrictive covenants

Most NDAs protect ordinary business information for one to five years. Trade secrets are usually protected for as long as they stay secret. The right number depends on how long the information stays valuable.

Every NDA has two clocks

  • The term is the window in which information is shared under the agreement, for example the months of partnership talks.
  • The confidentiality period is how long the receiving side must keep the information secret, which often runs on after the term ends. This is what the survival clause is for.

Many short NDAs use a single number of years for both. That is fine, as long as the number is long enough for the information you are sharing.

Typical lengths by situation

SituationCommon confidentiality period
Early business talks, vendor evaluations1 to 3 years
Freelancers and contractors2 to 5 years after the project ends
EmployeesDuring employment and 2 to 5 years after it ends
Selling a business2 to 3 years
Trade secrets, such as formulas, source code or customer dataAs long as they remain trade secrets

These are common choices in practice, not legal rules. Some countries and states have their own limits, especially for employees.

Why not just say "forever"?

Some courts have refused to enforce a never-ending duty for ordinary business information, because most information stops being valuable within a few years. The safer pattern is a fixed number of years, with an exception that keeps trade secrets protected for as long as they stay secret. All of Clausery's NDA templates are written that way.

How to choose a number

  1. Ask how long the information would hurt you if a competitor had it. Pricing and plans go stale quickly; code and customer lists do not.
  2. Pick a period that covers that, and add a year for safety.
  3. Keep the trade secret exception for anything that should stay secret for longer.

Set it in the template

Each NDA template asks for the number of years as one of its questions. The employee NDA counts from the end of employment, the contractor NDA from the end of the project, and the mutual and one-way NDAs from signing. See all NDA templates.

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