A non-disclosure agreement (NDA) is a legal document that restricts the disclosure of confidential information between parties. In Ontario, NDAs are commonly used in business transactions, employment relationships, and collaborations between individuals or entities. This article will provide an overview of NDAs in Ontario, including their purpose, key elements, and enforceability.

Purpose of NDAs

The primary purpose of an NDA is to protect confidential information that may be disclosed during a business transaction or relationship. This information may include trade secrets, technical data, customer information, financial records, or any other proprietary information that is not generally known to the public. NDAs are typically used to prevent the recipients of confidential information from disclosing it to others or using it for their own purposes.

Key Elements of NDAs

An NDA generally contains the following key elements:

1. Definition of confidential information: The NDA should clearly define what information is considered confidential and subject to the agreement.

2. Obligations of the recipient: The recipient of the confidential information must agree to keep the information confidential and not disclose it to anyone else without the consent of the disclosing party.

3. Exceptions to confidentiality: The NDA should specify any exceptions to the obligation of confidentiality, such as information that is already in the public domain or information that must be disclosed by law.

4. Term of the agreement: The NDA should specify the duration of the agreement, typically ranging from a few months to several years.

5. Remedies for breach: The NDA should include remedies for breach of the agreement, such as injunctive relief, monetary damages, or termination of the business relationship.

Enforceability of NDAs

In Ontario, NDAs are generally enforceable if they meet certain criteria. First, the NDA must be clear and specific in its terms, including the definition of confidential information and the obligations of the recipient. Second, the NDA must be supported by consideration, which is typically a payment or other benefit provided by the disclosing party. Finally, the NDA must not be contrary to public policy or illegal.


Non-disclosure agreements are an important tool for protecting confidential information in business transactions and relationships in Ontario. By clearly defining confidential information and the obligations of the recipient, and including remedies for breach, NDAs can help prevent the unauthorized disclosure of proprietary information. However, it is important to ensure that NDAs comply with legal requirements and are tailored to the specific needs of each situation.