Gratis  NDA (non disclosure agreement)

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Overview of the NDA (non disclosure agreement)

In collaboration with Sdu
The publisher of Dutch law books

Protect confidential information that you share with a company or person for business reasons with an NDA (non disclosure agreement). With a non disclosure agreement you will ensure that sensitive information that you exchange with your business relations or other persons during negotiations or discussions about a possible cooperation does not end up in the wrong hands. You can draw up your own tailor-made NDA to which Dutch law applies within minutes.

Use this confidentiality agreement to:

  • exchange confidential information with another company or person (such as an employee)
  • emphasize the confidentiality of shared information
  • impose requirements about protection of your confidential information

This NDA (non disclosure agreement) covers:

  • the definition of confidential information

  • the protection of confidential information

  • the purpose for which the confidential information is shared

  • who is allowed to receive confidential information

  • the duration of the confidentiality obligation

  • a penalty clause

  • remedies if there is a breach of confidentiality

An NDA (also called a confidentiality agreement or confidentiality statement) protects confidential information that companies or individuals share with each other. This may be in the context of negotiations, a project or other situations in which confidentiality must be guaranteed.

If you expect to share confidential information in order to do business or collaborate, you can ensure with a confidentiality statement that this information may not be disclosed to outsiders.

A confidentiality agreement is not mandatory. But if you think that sensitive information that you may discuss should not be publicly known, it is wise to make arrangements. This prevents damage and procedures.

You can use a non disclosure agreement for any type of information that you think can only be shared with a specific person or company. You can protect both commercial information and personal information. For example, the information may be commercially valuable, such as information that you exchange in the context of negotiations on a new invention or the purchase of another company. An NDA is normally also used when sharing information about intellectual property.

When drafting a confidential agreement you must state the purpose of creating the NDA (non disclosure agreement) to the another party. The purpose of disclosing this information must be legitimate and for specific reasons. Describe the purpose as clearly as possible. For example, you want to investigate the possibilities of a collaboration, exploring the possibility of a joint venture or you want to discuss a marketing campaign for a new product.

It is important that those who sign an NDA also have the authority to do so. Therefore, make sure that a decision-making person (within the organization) signs the contract. The NDA is not valid otherwise.

The following information is not confidential and therefore can not be protected by an NDA:

  • information that is already known to the party receiving the confidential information at the time of its disclosure
  • information that is known to the public
  • information that, according to the confidentiality agreement, is covered by the obligation of confidentiality, but will subsequently become publicly known in another way

The period of time during which each party must keep the information confidential will vary depending on the circumstances. The confidentiality obligation does not have to have an end date. But often at a certain moment the information will no longer be confidential. Make an estimate of the duration of the period during which the information must remain secret.

The confidentiality agreement states that the other party  will pay a fine if it violates the confidentiality obligation. If the damage exceeds this amount, you are also entitled to compensation for the extra damage, such as a percentage of profits, resulting from the misuse of information.

No, you cannot force your employee to sign an NDA if he refuses. This may have consequences for him. If you want your employee for example to fill in another position in which he would work with senstive company secrets, then his refusal may result in you not considering him for this position. 

Ask a Lawyer for advice if:

  • any of the parties is located abroad

Dutch law applies to this NDA and confidentiality agreement.