NDA Value Calculator

A non-disclosure agreement is a legal contract in which one or both parties agree to keep specified information confidential. Signing one does not by itself tell you how much risk you are actually carrying, a leak of a minor internal process document is a very different real exposure than a leak of unreleased product plans or a customer list.

This calculator estimates expected value, not a legal damages figure: potential loss multiplied by your honest estimate of breach probability. It is meant for internal risk thinking, deciding how tightly to control access, whether to add extra contractual protections, or how much attention a given relationship needs, not as a prediction of what a court would award.

Expected value equals potential loss multiplied by breach probability. This differs from looking at the worst case loss alone: a one million dollar worst case with a two percent breach probability represents a very different real risk than the same one million dollar figure at forty percent. Expected value blends both into one comparable number.

• Sensitivity of the information, trade secrets and unreleased product plans carry higher real leak risk than routine business terms.
• Number of parties with access, the more people who know a secret, the higher the real probability someone breaches it, intentionally or not.
• Industry norms, fast-moving tech and entertainment see NDA breaches far more often than slower-moving industries.
• Enforcement history, a counterparty with a track record of honoring NDAs represents lower real risk than one with none.

A one-way, or unilateral, NDA obligates only one party to keep information confidential, typical when only one side is disclosing sensitive material, such as a startup pitching investors. A mutual, or bilateral, NDA obligates both parties, common when two companies exchange confidential information in both directions, such as during a partnership evaluation or acquisition due diligence.

The real risk calculation differs too: under a mutual NDA, you are carrying real exposure on both sides of the relationship, your own potential loss if you breach, and the counterparty's potential loss if they do, so it is worth running this calculator once for each direction rather than assuming the numbers are symmetric.

Generally yes, if it is reasonably scoped: it defines what counts as confidential information clearly, covers a reasonable duration rather than an indefinite one, and does not attempt to conceal illegal activity. Courts do decline to enforce NDAs that are written too broadly, for example ones that try to prevent an employee from ever discussing their general work experience, or ones used to silence reporting of illegal conduct.

Enforceability is also why the search-and-check step matters before you rely on one: a poorly drafted NDA that is too vague about what it actually protects is much harder to enforce than a specific one, regardless of how serious the real breach turns out to be.

The non-breaching party can typically seek an injunction, a court order stopping further disclosure, and monetary damages. In practice, damages are often difficult to prove precisely, courts need real evidence of actual financial harm, which is part of why the expected value framing in this calculator is useful for internal risk thinking, not as a legal damages prediction.

Breaking an NDA is almost always a civil matter, not a criminal one. The exception is when a breach also involves genuine theft of trade secrets, which can trigger criminal liability under laws like the US Defend Trade Secrets Act, a real, separate legal track from the NDA contract itself.