NDA Term and Expiry

What This Clause Does

Every NDA should have a defined term — the period during which information may be shared — and a survival period defining how long confidentiality obligations continue after the agreement ends. Most business NDAs run 1-3 years, with obligations surviving for the same or a longer period.

Watching out for perpetual obligations is important. While trade secrets can legitimately be protected indefinitely (they remain secret by definition), ordinary business information should have a reasonable expiry date. An NDA that never expires can be legally unenforceable in some jurisdictions and practically difficult to comply with.

What This Looks Like in a Contract

"This Agreement shall remain in effect for a period of [2] years from the Effective Date ('Term'). Receiving Party's obligations with respect to Confidential Information disclosed during the Term shall survive for [2] years following expiration or termination of this Agreement."

Red Flags to Watch For

• Confidentiality obligations survive in perpetuity with no end date
• Agreement auto-renews with no notice requirement
• Trade secrets and ordinary confidential information subject to the same unlimited term
• No mechanism to confirm what information falls within the time-limited obligations

Negotiation Strategies