Non-Disclosure Agreement Canada

In today`s fast-paced business world, it is not uncommon for companies and individuals to enter into agreements that involve the exchange of confidential information. Non-disclosure agreements (NDAs) are a legal tool used to protect this sensitive information from being shared or used without permission.

In Canada, NDAs are common in a variety of industries, from tech startups to pharmaceutical companies. However, understanding the legal intricacies of these agreements can be challenging, especially for those who are unfamiliar with Canadian law.

What is a non-disclosure agreement?

A non-disclosure agreement is a legal contract between two parties that typically outlines how confidential information will be handled. This agreement is often used when one party is sharing proprietary or confidential information with another party, but wants to ensure that the information is not shared with anyone else.

The agreement typically stipulates that the receiving party will keep the information confidential and will not use it for any purpose other than the intended one. It may also include provisions for how the information should be stored, how it should be destroyed, and what happens if the agreement is breached.

Why do you need a non-disclosure agreement?

NDAs are important because they can help protect valuable information from being shared or used without permission. For example, a startup company may need to share confidential information with a potential investor in order to secure funding. Without an NDA in place, the investor could share this information with competitors or use it to create their own products.

In Canada, NDAs are also used in employment agreements to protect trade secrets and other confidential information. This is particularly important for companies that rely on proprietary information to compete in the marketplace.

What are the key components of a non-disclosure agreement?

The exact components of an NDA can vary depending on the specific agreement and the parties involved. However, some of the key components of a typical NDA include:

– Definition of confidential information: This section defines what information is considered confidential and what is not. It may include trade secrets, marketing plans, customer lists, and other sensitive information.

– Obligations of the receiving party: This section outlines what the receiving party is required to do in order to protect the confidential information. This may include requirements for how the information is stored, who can access it, and what happens if it is lost or stolen.

– Term of the agreement: This section specifies how long the NDA will remain in effect. The term may be for a specific period of time or may continue indefinitely.

– Exclusions: This section may include exclusions for information that is already public knowledge or that was obtained through other legal means.

– Remedies for breach: This section outlines what will happen if one of the parties breaches the agreement. This may include monetary damages, injunctive relief, or other legal remedies.


Non-disclosure agreements are an important legal tool used to protect confidential information in a variety of business settings. In Canada, NDAs are commonly used in employment agreements, investor negotiations, and other situations where sensitive information is being shared.

If you are entering into an NDA, it is important to understand the legal implications of the agreement and to ensure that it is drafted to best protect your interests. Working with an experienced attorney can help ensure that your NDA is legally sound and effective in protecting your confidential information.

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