What should an NDA actually say to be worth anything in Ontario?

A confidentiality agreement worth relying on needs several specific pieces, not just a general promise to "keep things confidential." It should clearly define what counts as confidential information, state that it can only be used to evaluate the potential transaction (a non-use obligation, separate from non-disclosure), extend coverage to the recipient's representatives and advisors with the recipient remaining responsible for them, and set out a clear duration for how long the obligations last.

It should also address the practical edges that generic templates sometimes skip: carve-outs for information that's already public or independently known (so you're not claiming rights over things you can't reasonably protect), a return-or-destroy obligation if the deal doesn't proceed, and language acknowledging that a breach can cause harm that's hard to quantify in dollars, which supports faster court intervention if needed. A short, vague document signed quickly to "check a box" is much weaker than one built around these specific pieces. Given how much rides on this document before you share anything sensitive, a Treadstone business lawyer drafting or reviewing it is worth the modest upfront effort.