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NDA vs confidentiality agreement: is there a difference?

Published · NDAs and restrictive covenants

There is no legal difference. "Non-disclosure agreement" and "confidentiality agreement" are two names for the same kind of contract. What matters is what the agreement says, not what it is called.

Why two names?

Habit, mostly. Business deals tend to say "NDA", and employers often say "confidentiality agreement" because it sounds less adversarial to a new hire. You will also see "confidential disclosure agreement" (CDA) in research and pharma, and "proprietary information agreement" in tech. A court reads the terms either way.

Clausery's five NDA templates use both names: the employee and contractor versions are titled confidentiality agreements, the others NDAs.

The agreements people confuse with an NDA

AgreementWhat it protectsWhat it stops
NDA or confidentiality agreementInformationUsing or sharing confidential information
Non-solicitation agreementRelationshipsActively poaching your customers or staff for a set time
Non-compete agreementYour marketWorking for a competitor, or starting one, for a set time

They are often combined in one employment document, which is why the names get mixed up. Keeping them separate makes each one easier to read and, if it comes to it, easier to enforce.

Which one do you need?

  • Sharing plans, code, prices or customer data? An NDA. Pick the right one with mutual vs one-way NDA.
  • Worried a departing employee or contractor will take clients or colleagues with them? A non-solicitation agreement, usually alongside an employee NDA.
  • Want to stop someone working for a competitor at all? A non-compete, but take advice first. California bans most of them, several other states limit them, and the US Federal Trade Commission's 2024 nationwide ban was set aside by a court and abandoned in 2025, so state law decides. See the non-compete clause page for the basics.

What every version needs

Whatever it is called, a confidentiality agreement needs clear parties, a narrow purpose, a definition of confidential information with the usual exclusions, a sensible length and a return-or-delete clause. The full list is in what to include in an NDA.

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