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Non-Disclosure Agreement (NDA)

A contract where one or both parties agree to keep specified information confidential.

NDAs are standard before vendor demos that involve proprietary roadmaps, before RFPs that include sensitive buyer financials, and before partnership discussions. Most NDAs are mutual (both parties protect each other''s information). One-way NDAs (only the vendor protects the buyer, or vice versa) are appropriate in narrower contexts. The negotiable terms are usually duration, jurisdiction, and the carve-outs for residual knowledge.