The Short Answer
In most contexts, an NDA (Non-Disclosure Agreement) and a confidentiality agreement are the same thing — both are contracts that prevent the receiving party from disclosing confidential information. The difference is mostly in name and sometimes in scope.
NDA: Standalone Agreement
An NDA is a dedicated document signed before or at the start of a relationship for the specific purpose of protecting confidential information. Common uses:
- Before sharing a business idea with a potential investor
- Before a technical due diligence process
- Before hiring a contractor who will see proprietary code or data
- Before entering partnership discussions
NDAs can be mutual (both parties are bound) or one-way (only one party receives confidential information).
Confidentiality Agreement: Often Part of a Larger Contract
A "confidentiality agreement" often refers to a confidentiality clause within a larger contract — such as a freelance contract, employment agreement, or partnership agreement. Rather than being a standalone document, it's a section that says something like:
"Each party agrees to keep the other party's confidential information secret..."
When to Use Each
Use a standalone NDA when: - You're sharing information before any formal relationship begins - You want a dedicated, signed document specifically focused on confidentiality - The stakes are high enough to warrant a separate agreement (e.g., investor discussions, M&A due diligence)
Use a confidentiality clause within a larger contract when: - You already have a service agreement, employment contract, or partnership agreement - The confidentiality obligation is one of several provisions you need in one document
Can I Use Both?
Yes — and for high-value relationships, you often should. A standalone NDA before due diligence, followed by a comprehensive service agreement with its own confidentiality clause once the project begins, provides layered protection.
Which Should I Generate?
TermsDock's NDA Generator creates a standalone, dedicated non-disclosure agreement. For a confidentiality clause within a broader contract, use the Freelance Contract Generator — which includes confidentiality provisions as one of its clauses.