Non-Disclosure Agreement (NDA)

Definition

A Non-Disclosure Agreement (NDA) is a contract under which parties agree to protect specified confidential information. In federal contracting, NDAs appear in several contexts: teaming agreements during proposal phase, contractor access to competitor proprietary data as part of support contracts, and government employee access to proprietary data under organizational conflict-of-interest (OCI) mitigation. DoW uses standardized FAR clauses (52.227-25) for some of these scenarios, while others rely on bilateral NDAs negotiated by counsel.

Why It Matters

Leaking competitor information or a teammate's proprietary approach is a career- and company-ending event. Disciplined NDA management — role-based access, marking, and exit procedures — prevents inadvertent disclosures. Teaming NDAs also govern who owns joint intellectual property and what happens if the team dissolves, which can matter as much as the underlying proposal.

Example

A prime and subcontractor execute a mutual NDA before a teaming discussion. The prime shares its capture strategy; the sub shares its proprietary algorithm. The deal falls through. Five years later, the prime's competitor poaches the sub's algorithm; the NDA's survival clause supports a successful trade-secret claim against misuse.

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