A non-disclosure agreement (also called a confidentiality agreement) (NDA or NdA) is an agreement that set forth the obligations of one or more parties regarding the maintenance and/or disclosure of confidential information of the other party(ies).
General terms of a non-disclosure agreement
- Identifying the parties to the agreement.
- Specifying what information will be treated as confidential.
- Specifying what entities can receive confidential information.
- Indicating how long the NDA will be in effect.
- Identifying the types of information that the NDA will cover.
- Identifying the remedies available for a violation of the NDA.
- Identifying the procedures to be followed with regard to the confidential information after termination/expiration of the NDA.
Nondisclosure agreements, which are intended to protect the United States against unauthorized disclosure of classified national security information, have been in existence for many years. Their use did not become policy until 1983, when the President issued National Security Decision Directive 84, which, among its requirements, directed the Information Security Oversight Office to develop standardized agreements.
Executive Order 12356, effective August 1, 1982, prescribed a uniform system for classifying, declassifying, and safeguarding national security information. It recognizes that it is essential that the public be informed of the activities of its government, but that the interest of the United States and its citizens require that certain national defense and foreign relations information be protected against unauthorized disclosure. The executive order assigns the Director, Information Security Oversight Office, responsibility for developing government-wide directives for implementing the order.
Classified information nondisclosure agreements have long been a source of controversy. Their use has raised complex questions about such issues as the President’s ability to protect national security information, the Congress’ ability to obtain the information it needs to oversee federal agencies, and an individual’s right to free speech. Use of these agreements has been restricted by the Congress through legislation and challenged by Members of Congress and unions representing government employees in courts of law.
In a recent case, a United States District Court generally sustained the government's use of nondisclosure agreements for federal employees with access to classified information. It also, however, found unconstitutional nondisclosure forms whose prohibitions were overly broad.
- Information Security: Federal Agency Use of Nondisclosure Agreements (I), at 1-2. ("U.S. government" section)