How Long Do NDAs Last?
How long do NDAs last? Typical 1–5 year terms, when confidentiality should be perpetual, and how Florida treats trade-secret survival.
Facing your business law matter? Free 30-minute consultation with Shaun Keough.
An NDA typically lasts 1–5 years, but the right term depends on what you are protecting. Ordinary confidential information is usually time-limited; genuine trade secrets can stay protected for as long as they remain secret. In Florida, duration is a contract term you negotiate—and courts will enforce it when it is reasonable.
That range is a starting point, not a default. A two-year NDA on a customer list that will still be valuable in year six is too short; a perpetual NDA on a pricing sheet that will be public next quarter is too long—and harder to enforce.
What Sets an NDA's Duration
A non-disclosure agreement (also called a confidentiality agreement) lasts as long as the parties say it lasts. There is no Florida statute that sets a mandatory NDA term the way some states cap non-competes. You write the duration into the contract.
Two clocks are easy to confuse, and mixing them up is how businesses accidentally under-protect themselves:
- The term of the agreement — how long the NDA itself is "in force" as a deal (often tied to a project, employment, or diligence period).
- The survival of confidentiality — how long the duty not to use or disclose the information continues after that relationship ends.
A well-drafted NDA separates those clocks. The project can be over in six months; the duty to keep the secret can last years after that. If the agreement is silent on survival, you are left arguing about what the parties "must have meant." For how these clauses sit in a full agreement, see our non-disclosure agreement page.
Typical NDA Timeframes
There is no one "correct" number. These ranges are what we see most often in Florida business deals, and why:
| What you are protecting | Typical confidentiality period | Why that range |
|---|---|---|
| Ordinary business information (pricing, internal process, drafts) | 2–5 years after disclosure or after the relationship ends | The information ages out; a forever lock is hard to justify |
| Deal / diligence materials (financials shared in a sale or investment) | 2–3 years after talks end | The deal either closes or it doesn't; leftover diligence should not live forever |
| Employee or contractor knowledge | 2–5 years after departure, or as long as it remains a trade secret | Mixed: some facts go stale, some do not |
| Genuine trade secrets (formulas, source code, customer data compiled at real cost) | As long as the information stays secret | Trade-secret law protects secrecy, not a calendar |
Use the table as a starting point, then tighten it to the facts. An unreleased recipe and a one-off bid file do not deserve the same clock.
Term vs. Survival: Two Different Clocks
This is the drafting mistake that shows up in almost every template NDA we review.
Say you sign a mutual NDA "for a term of twelve months" while you explore a partnership. Month thirteen arrives. The talks are over. The other side still has your customer list. Does the duty expire with the term?
Only if the agreement says so. Many NDAs define a short term (the window during which information may be shared) and a longer survival period (the window during which that information must still be kept confidential). Some go further and say trade secrets survive indefinitely, even if ordinary confidential information sunsets after three years.
If you are disclosing, survival is the clause that matters. If you are receiving, an open-ended survival on everything—including information that will be public—is the clause to push back on. Do not treat "the NDA lasts two years" as a complete answer until you have read both provisions.
Can an NDA Last Forever?
Sometimes—and Florida law is more comfortable with perpetual confidentiality than many owners expect, when the information actually stays secret.
Florida's Uniform Trade Secrets Act (FUTSA, Chapter 688) protects information that derives economic value from not being generally known and that you took reasonable efforts to keep confidential. Those efforts include NDAs that protect trade secrets. A survival clause that tracks that rule—"trade secrets remain confidential for so long as they qualify as trade secrets"—is the cleanest way to say it.
What does not last forever, in practice:
- Public information. Once it is generally known, FUTSA protection ends, and an NDA cannot put the genie back.
- Ordinary confidential information with a short shelf life. A perpetual lock on last year's marketing calendar looks overbroad if a dispute ever lands in court.
- Information the other side already had, independently developed, or received lawfully from someone else. Those are standard carve-outs, and they should not be swallowed by a "forever" term.
Unlike Florida non-competes, NDAs are not forced through the same §542.335 time/geography/line-of-business test. They still have to be reasonable. Forever is easiest to defend when it is limited to true secrets.
What Happens When an NDA Expires
When the confidentiality period ends, the contractual duty as to that information generally ends with it. The recipient can usually use or share ordinary confidential information that has aged out of the NDA—subject to any other contract, fiduciary duty, or statute that still applies.
Two caveats matter more than the expiration date itself:
- Trade secrets can outlive the NDA. If the information still qualifies under FUTSA, misappropriation remains a claim even after a time-limited NDA sunsets. That is why a survival clause for trade secrets is not optional window dressing.
- A breach during the term is still a breach. Expiration does not forgive a leak that happened in year two of a five-year NDA. Florida's statute of limitations for a written-contract claim is generally five years, so you may still have time to sue after the NDA itself has run.
If someone is about to walk out with your information, do not wait for the calendar. Preserve the evidence and get advice while the secret is still a secret. For the broader playbook, see how to protect confidential business information.
How to Choose the Right Duration
Walk through these steps before you sign—or before you send your paper:
- Inventory what you are actually disclosing. Customer lists, source code, and next quarter's pricing are not the same asset.
- Split the clock. Time-limit ordinary confidential information. Let trade secrets survive as long as they stay secret.
- Tie survival to the end of the relationship, not only to the date of signature, so a late disclosure still gets a full period of protection.
- Match the other side's paper. If their NDA is perpetual on everything, redline it. If yours is two years on a formula that will still be the business in year ten, lengthen it.
- Sign before you share. Duration is irrelevant if you disclosed the secret before the NDA existed.
A one-size template almost always gets step 2 wrong.
Frequently Asked Questions
How long does a non-disclosure agreement last in Florida?
Whatever the contract says, so long as the term is reasonable. Most commercial NDAs run two to five years for ordinary confidential information. Trade-secret obligations should last as long as the information remains secret under FUTSA. There is no statutory default term.
Does an NDA expire when employment ends?
Usually not, if it is drafted correctly. Employment can end while confidentiality survives for a set number of years—or indefinitely as to trade secrets. Read the survival clause. If it is missing, the departing employee may argue the duty ended with the job.
Can I still sue after the NDA expires?
Yes, for a breach that happened during the term, within Florida's limitations period (generally five years for a written contract). And if the information is still a trade secret, a FUTSA claim may be available even after a time-limited NDA has run. Acting early still matters: evidence and secrecy both decay.
Is a perpetual NDA enforceable?
It can be, especially when it is limited to genuine trade secrets. A perpetual duty on information that is public, stale, or independently known is much weaker. Florida courts look at reasonableness; tying "forever" to "as long as it remains a trade secret" is the safer formulation.
Should the duration be the same for both parties?
In a mutual NDA, the clocks are often the same because both sides are disclosing. They do not have to be. If only you are sharing real secrets, a unilateral NDA with a longer survival on your information is usually the better fit.
How long an NDA lasts is not a trivia question—it is the difference between a customer list that is still protected in year four and one that became fair game on an anniversary nobody noticed. Set a time limit on ordinary confidential information, let trade secrets survive secrecy, and put both clocks in writing before you share anything. If you are not sure which term you are actually signing, that is the moment to have the agreement reviewed.
