Understanding Non Disclosure Agreements

What’s an NDA or CDA – and Why Should You Care?

If you’re doing an internship, research project, or even just visiting a company, you might be asked to sign something called a Non-Disclosure Agreement (NDA) or Confidentiality Agreement (CDA). Sounds intense, but it’s just a legal way to say: “Please don’t share our secrets.”

These agreements are designed to protect confidential or proprietary information—like new inventions, business strategies, or research data—that belongs to the organization you’re working with. This kind of info is often called intellectual property.

What Does It Mean to Sign One?

When you sign an NDA or CDA, you’re agreeing to keep certain information private. The details of what you can and can’t share will depend on the situation. Here are a couple of examples:

  • Career Trek: Touring a tech company for a day? They might ask you not to take photos or talk about what you saw for a few months.
  • Internship: Interning at a startup? You might be asked not to discuss your projects publicly—and maybe even agree not to work for a competitor for a while.

Bottom line: Always read the agreement carefully so you know what you’re agreeing to. If anything’s unclear, ask questions!

What’s a Non-compete Agreement?

Sometimes, companies include a non-compete clause—this means you agree not to work for a competitor for a certain period of time after your internship or job ends.

Heads up: Washington State has specific laws about these agreements. Unless you are making over $100,000 per year, you cannot be held to non-compete restrictions.

Common NDA/CDA Terms

Here are a few legal-sounding terms you might run into—and what they actually mean:

  • Indemnification: You agree to cover any losses if you break the agreement.
  • Liability: You’re responsible if you share confidential info.
  • Ownership: Anything you create during your internship might belong to the company.
  • Agreement Term: How long the agreement lasts (e.g., 1 year).
  • Survival Clause: Some rules might still apply even after the agreement ends.
  • Governing Law: Which state’s laws apply if there’s a legal issue (usually Washington).

Tips Before You Sign Anything

  • Read the fine print: Don’t just skim—know what you’re agreeing to.
  • Ask questions: It’s okay to ask for clarification.
  • Get support: Student Legal Services is here to help.

Questions?

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