A Basic Nondisclosure Agreement (NDA) is a legal contract between two parties which outlines confidential material, knowledge, or information that the parties wish to share with each other for certain purposes, but wish to restrict access to or by third parties. This agreement is also known as a confidentiality agreement, confidential disclosure agreement, or proprietary information agreement. The basic elements of a Basic Nondisclosure Agreement are: • Identification of the parties. • Definition of the confidential information shared between the parties. • Duration of the NDA. • Rights and obligations of both thdiscloseder and the recipient of the confidential information. • Procedures for disclosure and use of the confidential information. • Exemptions from disclosure. • Indemnification. • Dispute resolution. • Signatures of both parties. There are two main types of Basic Nondisclosure Agreements, including mutual and unilateral NDA's. A mutual NDA requires both parties to keep the confidential information shared between them confidential. A unilateral NDA only requires one party to keep the confidential information shared between them confidential.