Introduction

Non-disclosure agreements (NDAs) are the business world’s way of saying, “Keep this under wraps.” Whether you’re safeguarding your next big startup idea or sensitive business information, an NDA ensures that what’s shared in the meeting room stays in the meeting room. But how long are these agreements actually meant to last? And what happens when they reach their expiration date? Let’s break it down.

Read: NDAs 101: Why defining confidential information can make or break a deal

How long do NDAs typically last?

NDAs don’t come in a one-size-fits-all format. They’re more like a buffet—you get to pick what suits your needs. Generally, most NDAs have a duration of 1 to 5 years, which is a good middle ground that keeps your secrets safe while still being realistic. However, the duration can vary depending on what you need to safeguard and the wider context.

Short-term NDAs (1-2 years)

Short-term NDAs are common in industries where information has a short shelf life, like tech or fashion. Think about it—no one’s going to care about the details of last year’s app update once the new version is out, or about yesterday’s runway trends after the next season’s collection drops.

Mid-term NDAs (3-5 years)

Mid-term NDAs are the sweet spot for most business deals. They’re long enough to keep information confidential while it’s still relevant, but not so long that it feels How long do NDAs last? 2 like an eternity. Mid-term NDAs are ideal for things like business partnerships or employee agreements.

Long-term NDAs (5 years +)

NDAs lasting five years or more are usually reserved for high-stakes information, like proprietary technology or trade secrets that could affect your business longterm. This type of NDA is crucial when your competitive edge relies on keeping certain details confidential for as long as possible.

Perpetual NDAs

These sound like a good idea—who wouldn’t want their secrets kept forever? But unless you’re guarding the something like the formula to Coca-Cola, perpetual NDAs can be tricky to enforce because courts often view indefinite terms as unreasonable.

Read: What happens if you breach a contract?

Factors influencing how long NDAs last

The length of an NDA isn’t something you just pull out of a hat—it needs to be carefully considered. Here are some things to think about.

Type of information

If your NDA is for something like a quick consulting gig or a short-term vendor contract, a brief duration—maybe a year or two—should be fine.

However, if you’re talking about your revolutionary new tech invention or a topsecret formula that would put Coca-Cola to shame, you’re in it for the long haul. The more sensitive and long-lasting the information, the longer the NDA should last. You wouldn’t want to see your groundbreaking idea pop up in a competitor’s product next year because your NDA expired too soon.

Nature of the relationship

Who’s signing the NDA also matters a lot. Employees and contractors are usually covered by NDAs during their employment and for a few years after they leave. It’s a bit like a grace period—you don’t want them spilling company secrets just because they’ve moved on to greener pastures.

On the other hand, if you’re dealing with a business partner, you’ll want the NDA to cover the entire partnership period and then some—because business breakups How long do NDAs last? 3 can be as messy as personal ones. You don’t want your ex-partner using your secrets to start a rival business.

Industry standards

Different industries, different rules. In the pharma world, where developing a new drug can take more time than a Netflix series binge-watch, NDAs might last 10 years or more. No one wants to invest millions in research just to have someone else swipe the cure for the common cold halfway through.

Meanwhile, in tech, things move at lightning speed. NDAs here usually last around 2-3 years, because let’s face it, what’s groundbreaking today can be old news tomorrow. If your idea is still fresh and relevant after a couple of years, congratulations—you’re one of the few who managed to stay ahead of the curve

So, when setting the duration of your NDA, think about the lifespan of the information, the nature of your relationship, and what’s usual in your industry. A well-thought-out NDA is like a good insurance policy—it’s there when you need it, and you won’t have to worry about it falling apart when it’s put to the test.

Read: What you should do if a client refuses to sign your contract

Legal considerations for the duration of an NDA

It's not just about choosing how long you want your NDA to last; it's also about what the law will actually enforce. Here’s what to keep in mind.

Reasonableness of duration

Courts want NDA time limits to be reasonable based on what’s being protected. For example, a 3-year NDA for protecting a client list might be reasonable, but a 20-year NDA for the same information could be considered excessive. If the duration feels more like a life sentence than a confidentiality agreement, a court may not enforce it.

Nature of information

The lifespan of the information plays a crucial role. If the information is sensitive but has a short shelf life—like a marketing strategy or product launch details—a short-term NDA is more appropriate. For long-lasting trade secrets, a longer duration makes sense. The key is to align the NDA’s length with the value and relevance of the information over time.

Renewal and extension clauses

If you see the need for ongoing confidentiality, consider including a renewal or extension clause. This allows you to reassess the NDA’s duration as circumstances change. For example, if a partnership is extended or a project takes longer than expected, you can adjust the NDA’s timeframe without drafting an entirely new NDA.

What happens when an NDA expires?

Just because an NDA expires doesn’t mean the information it protected suddenly becomes public domain. Certain responsibilities often extend beyond the official end date, depending on the terms of the agreement. Here’s what to consider.

Post-expiration responsibilities

Many NDAs require a party to take specific actions once the NDA ends. This could include deleting or securely disposing of confidential files, whether digital or physical. Some NDAs might also include clauses about archiving certain documents for compliance purposes but still restricting access to those files. It’s not just about keeping quiet—it’s about making sure there’s no trace left behind that could potentially leak sensitive information.

Confirmation of compliance

Often, the NDA will say that the recipient has to provide a written confirmation that all confidential materials have been returned or destroyed. This could be a simple email or a more formal certificate of compliance. It’s a way for the disclosing party to make sure that their information isn’t lingering in someone’s inbox or hard drive after the NDA period ends.

Ongoing confidentiality for trade secrets

Even after an NDA expires, some information like trade secrets should still remain protected. For this type of confidential information, the NDA might include a clause stating that the responsibility to maintain confidentiality continues indefinitely. This means that even if the general NDA has expired, the recipient is still legally required to keep those particular details private.

Read: How to create a late payment policy that clients respect

Best practices for drafting the duration of an NDA

When it comes to setting the duration of an NDA, finding the right balance is crucial. You want it to be long enough to protect your interests but not so long that it becomes unenforceable or impractical. Here are some best practices to keep in mind.

Match the duration to the value of the information

Think about how long the information you’re protecting will remain sensitive. For short-term projects, like a product launch, a 1-2 year duration might be all you need. For long-term assets, such as proprietary technology or trade secrets, you may need a longer period, like 5-10 years.

Ask yourself: “How long would it be damaging if this information got out?” The answer can guide your timeframe.

Consider the relationship context

For employees or contractors, the NDA should cover their time with the company and a few years after they leave, to protect any information they still know. For business partners or vendors, set the NDA to last as long as the relationship and any follow-up activities that could impact confidentiality.

Always include clear start and end dates for confidentiality obligations to avoid ambiguity.

Include a review and renewal clause

If the information’s relevance may change over time, include a clause allowing for periodic reviews of the NDA’s duration. This lets you reassess the need for continued protection without having to draft a new agreement.

Specify post-termination responsibilities

Always detail what the recipient of the confidential information has to do once the NDA expires. This could involve deleting electronic files, returning physical documents, or confirming in writing that no confidential information remains in their possession. It’s also worth including specific timelines for these actions, such as “All documents must be returned or destroyed within 30 days of the NDA’s termination.”

Differentiate between general information and trade secrets

For trade secrets, you’ll want stronger safeguards. It’s always worth specifying that the responsibility to keep these secrets confidential continues indefinitely, or How long do NDAs last? 6 at least until the information becomes public through no fault of the other party.

For example, you can include a clause like: “Confidentiality obligations for trade secrets will survive even after this Agreement ends and will continue until the information is no longer a trade secret under applicable law.” This way, you ensure your core business secrets are protected for as long as they hold value.

Make sure it’s reasonable

An NDA that drags on forever might sound good in theory, but courts can find it overbearing. Think of it like a Netflix series—nobody wants it to run longer than it needs to. Tailor the duration to fit the situation.

Always remember that different places have different rules. Some states, especially when it comes to employment, don’t look kindly on endless NDAs. So, make sure your agreement plays by the local rules, or it might just get thrown out faster than a bad TV pilot.

Read: How can I amend a contract after signing?

Conclusion

So, how long do NDAs last? There’s no one-size-fits-all answer. It all depends on the type of information you’re protecting, the nature of your relationship, and what’s legally enforceable. Craft your NDA with care, and you’ll have a solid line of defense for your business secrets. Because in the end, an NDA is like a good friend: there to protect you, but only if you set the right boundaries.

How Cobrief can review your NDAs

Running your own business can be stressful, especially when you have to read an NDA. That’s where Cobrief steps in. Cobrief helps business owners and operators review their NDAs for legal risks.

Simply upload your contract to Cobrief, click review and you’ll get a list of all the risks, in plain English. This helps you decide whether to sign, negotiate or reject the terms of your NDA, or hire a lawyer. Think of it as a heat map for your NDA.

Get started here.