How Long Should an NDA Last?

Two clocks: the disclosure period and the protection period

An NDA’s “term” can mean two different things. The disclosure period is the window during which shared information is covered by the agreement. The protection period, sometimes called the confidentiality or survival period, is how long the recipient has to keep that information confidential.

Many NDAs set both, and the way they connect matters. If the protection period runs from the date the agreement was signed, information shared late in the relationship gets less protection than information shared early. If it runs from the date each item was disclosed, everything gets the same length of protection. When you read an NDA, look for both answers: which disclosures does it cover, and how long does the duty last for each one?

Typical terms and what fits when

No law sets a required length for an NDA, and common choices run from one to five years. A useful test: if this information leaked, when would it stop mattering? Pick a period that comfortably outlasts that, not the longest number you can think of. A period that matches the information is also easier to get the other side to sign.

As a rough guide:

• One year: short-lived information, like a price quote, an event plan or a product launch that will be public within months.
• Two to three years: most business discussions, such as partnerships, vendor evaluations, contractor work and investment talks. It outlasts the conversation with room to spare.
• Five years: information that stays valuable for a long time, like detailed financials, customer lists, technical designs or the details of an acquisition.

Trade secrets: protected as long as they stay secret

Some information is a trade secret: it has value because it isn’t generally known, and its owner takes reasonable steps to keep it secret. Think of a formula, source code, a manufacturing process or a non-public algorithm. Trade secret protection doesn’t end on a fixed date. It lasts as long as the information stays secret.

Well-drafted NDAs reflect that by keeping trade secrets protected for as long as they remain trade secrets, rather than for a fixed number of years. In a dispute, the owner may have to show it took reasonable steps to keep the information secret, and an agreement that freed the other side to use it after a few years could make that harder to argue.

Why “forever” isn’t always better

It’s tempting to make everything confidential forever. But an open-ended duty on ordinary business information can backfire. Some courts look less kindly on indefinite confidentiality obligations for information that isn’t a trade secret, and may decline to enforce them as written. The rules vary by state, and courts don’t all agree.

The common approach is a fixed period for ordinary confidential information plus an open-ended period for trade secrets. If you have information that isn’t a trade secret but truly needs protecting indefinitely, that’s worth a conversation with a lawyer.

How FastNDA’s term works

FastNDA lets you choose 1, 2, 3 or 5 years, and uses that number for both clocks. With a three-year NDA:

• The agreement covers information shared before the Effective Date (the date the last party signs) and during the three years starting on it.
• Either party can end that disclosure period early by written notice, for example an email saying the discussions are over.
• Each piece of information stays protected for three years from the later of the Effective Date and the date it was disclosed. Something shared before signing or in the first week is protected for about three years from signing; something shared in month 30 is protected until three years after that.
• Trade secrets stay protected for as long as they remain trade secrets.

Ending early, and when to sign

Ending the disclosure period early doesn’t end protection for anything already shared. It only means that information shared afterward isn’t covered. Information shared before signing is covered once the NDA is signed, but until both sides sign there’s no agreement at all, so get it signed before you share anything sensitive. You can see the full term clause in the mutual NDA template, or create an NDA and pick the period that fits.