NDA
Non-Disclosure Agreements (NDAs) are legal contracts designed to protect the confidentiality of shared information between two parties—typically a client and a penetration testing provider.
Unlike MSAs, which govern the overall terms of a business relationship, NDAs focus exclusively on confidentiality. However, both agreements may coexist, with the NDA embedded within or referenced by the MSA when security and confidentiality concerns are paramount.
You may be requested to (or want to) sign an NDA when entering a scoping or negotiation stage with your penetration testing partner, before any other documents (such as an MSA)
About oneNDA
oneNDA is a crowd-sourced, open-source Non Disclosure Agreement. It can be downloaded and used by anyone for free. More information at: https://www.onenda.org/
Mutual NDAs
Mutual NDAs are particularly relevant in penetration testing when:
Pre-Engagement Discussions: Both parties may share sensitive information (e.g., system architecture, methodologies, or pricing structures) to define the scope of work.
Partner Collaborations: When two organizations (e.g., a testing firm and a subcontractor) collaborate on projects requiring shared sensitive information.
When to Use an NDA vs. MSA
NDA:
Before formal engagement, during discussions involving sensitive information.
To protect shared data when no ongoing service relationship is anticipated.
MSA with Confidentiality Clauses:
For long-term or repeat projects where an overarching framework is necessary.
To manage confidentiality as part of a larger agreement encompassing project execution, liability, and service terms.
Both NDA and MSA:
When sensitive information is shared before an MSA is signed. An NDA ensures protection until the MSA is in place.
For additional legal coverage if the MSA’s confidentiality clauses aren’t detailed enough.
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