At a glance
A non-disclosure agreement (NDA) obliges the other party not to disclose the confidential information it receives and to use it only for the stated purpose. An NDA's value lies in how precisely it defines “confidential information” and how it is enforced; a general promise without a penalty clause is hard to enforce in practice.
Main clauses of an NDA
- A precise definition of confidential information and its forms (written, verbal, digital)
- The permitted purpose of use
- Exclusions: public information, information already held, or disclosure required by law
- Duration of the obligation, including after the relationship ends
- Return or destruction of information at the end
- A penalty clause (under Article 230 of the Civil Code) and the right to claim damages
- Dispute resolution
One-way or mutual NDA?
If only one party discloses information (for example, when raising investment or hiring), a one-way NDA is enough. In business collaborations where both parties share information, a mutual NDA is better. For employees, also include a confidentiality clause in the employment contract.
Frequently asked questions
An NDA prohibits disclosure of the specified information; to protect a brand name you should register a trademark, and for an invention, seek a patent.
If a penalty clause is included, it may be claimed without proving the amount of loss. Otherwise you must prove actual damage, which is usually difficult.