Originally a tool for protecting trade secrets. Now standard before a first interview.
Non-disclosure agreements evolved from the common law of trade secrets, which has roots in English equity courts of the eighteenth and nineteenth centuries.1 The modern NDA as a standardized contractual form emerged in the mid-twentieth century alongside the growth of technology companies, defense contractors, and pharmaceutical firms that needed formal mechanisms to protect proprietary information shared during business negotiations.
The Uniform Trade Secrets Act, drafted in 1979 and adopted in some form by 48 U.S. states, codified the legal definition of a trade secret and strengthened the enforceability of agreements designed to protect them.2 The Defend Trade Secrets Act of 2016 created a federal civil cause of action for trade secret misappropriation, further expanding the legal infrastructure supporting NDAs.3
The use of NDAs expanded far beyond trade secrets. By the 2010s, they had become routine in employment contexts, including hiring processes, severance agreements, and settlements of workplace disputes. NDAs were central to the early reporting on Harvey Weinstein in 2017, where they had been used to prevent accusers from speaking publicly about sexual harassment.4
Several U.S. states have since passed laws limiting the use of NDAs in cases involving sexual harassment and discrimination. California, New York, New Jersey, and others enacted "Silenced No More" or similar legislation restricting the scope of confidentiality provisions in settlement agreements.5