What is the difference between an NDA and a confidentiality clause in Ontario?

A non-disclosure agreement (NDA) is a standalone contract whose sole or primary purpose is to protect confidential information. A confidentiality clause is a provision within a broader contract — like an employment agreement, supply contract, or partnership agreement — that serves the same protective function as one section among many.

In practice, the legal effect is similar: both define what counts as confidential, who can access it, how it must be protected, and what happens if it is disclosed without permission. The difference is mostly structural. An NDA is signed before parties share sensitive information in, say, pre-deal negotiations, while a confidentiality clause is embedded in the final agreement itself.

In Ontario, both are enforceable so long as they meet general contract requirements. Courts will not enforce overly broad restrictions that amount to preventing someone from ever working in an industry, but reasonable scope, duration, and geographic limits are generally upheld. If a breach occurs, the injured party can seek an injunction to stop further disclosure and claim damages. Getting the language right — especially on what counts as "confidential" — is the most important drafting task.