NDA Duration Calculator
Determine appropriate NDA duration from information type and risk level.
Returns recommended term for trade secrets, business plans, and employee NDAs.
An NDA (Non-Disclosure Agreement) duration defines how long confidential information must be protected. Getting this wrong creates real legal exposure — too short and trade secrets leak; too long and courts may refuse to enforce the agreement.
The Core Framework:
NDA Duration = Base Term + Extension Triggers (if any)
There is no single formula — duration is determined by the type of information and jurisdiction norms.
Standard Duration Ranges by Context:
| NDA Type | Typical Duration |
|---|---|
| Employee NDA | 1–3 years post-employment |
| Vendor/Contractor NDA | 2–5 years |
| M&A / Due Diligence NDA | 2–3 years |
| Trade Secret NDA | Indefinite (or “as long as secret”) |
| Technology Licensing NDA | 5–10 years |
Key Variables:
- Information type: Trade secrets can be protected indefinitely; general business info typically 2–5 years
- Jurisdiction: California courts are hostile to overly broad NDAs; most other US states are more permissive
- Relationship type: Employee NDAs face stricter scrutiny than B2B agreements
- Industry: Defense and pharmaceutical NDAs routinely run 10+ years
Worked Example:
A software startup hires a senior developer. The NDA should cover:
- Employment period: automatic
- Post-employment term: 2 years
- Carve-out: excludes information that becomes publicly known
Result: 2-year post-termination NDA is enforceable in most US jurisdictions.
Practical Tips:
- Courts routinely strike down NDAs with no time limit on non-trade-secret information
- Always define “confidential information” precisely: vague definitions cause disputes
- Include a “residuals” clause if you want to allow employees to use general skills learned
- Consult a local attorney: enforceability varies dramatically by state and country