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 sets how long confidential information stays protected. Getting it wrong cuts both ways. Too short and the trade secrets walk out the door on schedule. Too long and a court may refuse to enforce the agreement at all, which leaves you with nothing.
The Core Framework:
NDA Duration = Base Term + Extension Triggers (if any)
There is no single formula. Duration comes from the type of information and what courts in your jurisdiction will actually enforce.
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
How we build and check this calculator
This calculator runs entirely in your browser, so the numbers you enter stay on your device. The math behind it is written by hand and tested against worked examples and standard references before the page goes live.
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