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

To maintain the competitive advantage of your company, use an NDA (non-disclosure agreement) to protect your confidential information. Confidential information may include business results, technical data, customer lists, trade secrets, copyrights, inventions and other intellectual property. Arrange your NDA before sharing sensitive information so that both parties understand their rights and obligations when your collaboration starts.

Read more about using our free model NDA, what you should include in the NDA and how you can protect yourself and your business interests in this handy guide for entrepreneurs.

Table of contents

  1. What is an NDA?
  2. Do I need an NDA?
  3. What information is in an NDA?
  4. How do I prepare an NDA with Rocket Lawyer?
  5. What should I know before making an NDA?
  6. What should I do after making an NDA?
  7. Common NDA questions 
  8. Questions about the NDA of Rocket Lawyer
  9. Legal glossary: NDA terms explained

A non-disclosure agreement (NDA), also known as a confidentiality agreement or confidentiality agreement, is an agreement whereby 2 or more parties agree to keep certain confidential information secret and not to share it with others. The recipient also agrees not to copy, modify or use the information in a manner that is not approved by the owner of the confidential information. As an entrepreneur, you can prevent many problems with a signed NDA. Without an NDA, your trade secrets and sensitive information can be made public or otherwise used by employees, vendors, customers, or anyone else with whom you share the information.

An NDA is also called: non-disclosure agreement, confidentiality agreement, confidentiality agreement, confidentiality agreement, confidentiality agreement, confidential disclosure agreement, proprietary information agreement or secrecy agreement.

You need an NDA if you are going to share confidential information with others and you do not want this information to be made public. There are several situations in which it is essential that you use an NDA:

company takeover: for a takeover bid, the interested party first wants to have access to the financial, fiscal, legal and commercial aspects of your company. If a due diligence (book investigation) actually takes place, you need an NDA.

investors for a service or product: if you have developed a new product or service and are looking for investors, then you use an NDA to ensure that your confidential information remains with you

hiring a contractor: if you hire a freelancer or contractor to do work for you and as a result he gets insight into company information, then an NDA ensures that he treats it confidentially

personnel have access to information: you also arrange the confidentiality of your staff with regard to confidential information with an NDA

Setting up an NDA does not have to be a lot of work. By answering a number of simple questions, you can create your own customized NDA with our NDA generator. We offer an NDA in Dutch and in English. Looking for an example NDA? Click on 'Make your document' and view the NDA example.

An NDA depends on the type of information you want to protect, the nature of the parties and the nature of the situation in which you want to protect the information. However, some information should be in every NDA. For example, in all our NDAs is included:

  • the details of the parties involved in the NDA
  • the content of the confidentiality obligation
  • the extent of the confidentiality obligation
  • the purpose for which the confidential information is shared
  • the duration of the confidentiality obligation
  • a penalty clause
  • what you can do against a breach of confidentiality

Creating a free NDA online is easy. Answer a few questions and we will compile your document for you. The entire process can take less than 10 minutes.

The NDA generator from Rocket Lawyer will guide you through the preparation of your customized NDA. After you choose the language for your NDA (English or Dutch) and start your document, we automatically generate the legal language required for your NDA based on how you answer the interview questions. If you do not have all the information you need, you can skip questions and save your document for later.

You have access to your NDA anytime, anywhere, on any device. As a Rocket Laywer Premium member or with a free trial you can copy or edit your NDA. You can also download them in PDF or Word format and print it at any time.

You don't need to know how to prepare an NDA in order to use the models of Rocket Lawyer. However, it may be useful to collect all necessary information in advance.

If you want to make an NDA, it helps to think about certain choices in advance and to have the following information nearby:

  • do you want an NDA in Dutch or English?
  • do you share confidential information with each other or does this information only come from 1 side?
  • how long do you want the confidentiality to last? A period of 3 to 5 years is common. An indefinite period is unreasonable.
  • how high should the fine be in case of violation of confidentiality? The amount must be in proportion to the value of the shared information. A fine of € 10,000 is usually included.
  • what is the reason why you share confidential information or is shared with you?
  • which court do you want to go to if a legal dispute arises? You can choose a court in your area.

After you have made your NDA, there are several steps you can take to finalize the document.

Make it valid
Each prepared NDA contains a Make the legally valid checklist of actions you must take to complete your document. For example, in this case you must ensure that both you and the other party or parties sign the NDA.

Ask a Lawyer
If you have questions about your NDA or if you have doubts about a particular clause, ask a lawyer to check your NDA with the Ask a Lawyer service from Rocket Lawyer. You will always receive a personal answer from the lawyer. Most questions are answered within 4 business hours. As a Premium member you also have access to a free 30-minute consultation on every new legal issue. Premium members who need more help can save up to 33% on legal costs when hiring a lawyer from our network.

Make more business contracts
Get access to various legal documents prepared for entrepreneurs, including:

Is an NDA mandatory?
No, the use of an NDA confidentiality agreement is not mandatory. But if you want to keep sensitive information secret, then it is wise to make agreements about this in an NDA. This way you prevent damage and procedures.

Which information is considered confidential?
You can use a confidentiality agreement for any type of information that you think may only be shared with a specific person or company. The information can for example be commercially valuable, such as information that you exchange in the context of negotiations about a new invention or the purchase of another company. An NDA is also normally used when sharing information about intellectual property.

Which information is not considered confidential?
The following information is not confidential and therefore cannot be protected by an NDA:

  • information that the other person can prove was previously known to him
  • information that is generally known
  • information that, according to the NDA, is subject to the obligation of confidentiality, but that subsequently becomes generally known in another way

What is meant by the purpose of sharing confidential information?
In a confidentiality agreement you state the purpose for which you want to share the confidential information with the other person. Describe this goal as specifically as possible. For example, you want to explore the possibilities of a collaboration or you want to discuss a marketing promotion for a new product.

How long does confidentiality last?
The confidentiality obligation does not have to have an end date. But often the information will no longer be confidential at some point. If you agree on an end date, you include it in the NDA. Make an estimate of the duration of the period in which the information must remain secret.

Why is there a penalty clause in an NDA?
In the confidentiality agreement you agree to a fine if the confidentiality obligation is violated. This is called a penalty clause. If the damage exceeds the amount of the fine, you are also entitled to compensation for the extra damage.

When do I need an NDA employee?
Your employees sometimes need secret company information because of their position. You want to prevent this information from just being put on the street. You can therefore include a confidentiality clause in the employment contract and attach a penalty clause to it. However, concluding an NDA with an employee separately is preferred. 

Can I force my employee to sign an NDA?
No, you cannot force your employee to sign an NDA if he refuses. This can have consequences for him. For example, if you want him to sign an NDA because he is going to perform a certain position where he comes into contact with sensitive trade secrets, the refusal may mean that you exclude him from the position.

Who can sign an NDA?
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 NDA, or it will not be valid.

What is the Trade Secrets Protection Act?
The Trade Secrets Protection Act came into force in 2018. It protects undisclosed know-how and trade secrets against illegal acts such as disclosure. In particular for innovative companies, this law provides tools for better protection against illegal infringements of trade secrets. Concluding an NDA helps you to demonstrate more easily to a judge that this is the case.

What can I do in case of violation of an NDA?
If the other party violates the NDA, you hold the other liable for the damage that you suffer as a result. It is wise to hire a lawyer for this. Use the Ask a lawyer service for this.

Can I get a lawyer to check my drafted NDA?
Yes, with your Premium Rocket Lawyer membership you can use our Ask a Lawyer service to have your prepared NDA assessed by a lawyer specialized in contract law. You can also use this service to ask legal questions to a specialized lawyer.

How can I change my NDA?
To edit your NDA manually, all you have to do is log into your Rocket Lawyer account, select the document that you want to edit, and then select edit. If you want to save the original version as such, first select copy and then edit the copied version.

Business acquisition
Business acquisition refers to the purchase of a company.

Business secret
A trade secret is information that is secret, has commercial value because it is secret and is subject to reasonable measures to ensure that confidentiality.

Business succession
There is business succession a business is continued after the owner stops and ensures continuity of the business.

Business transfer
Business transfer refers to the sale of a company.

Due dilligence
Due dilligence is an audit of the administration: an investigation over a certain period or an audit of certain parts of the administration of a company, often in the context of a business takeover or transfer.

Mutual NDA
A mutual NDA is a confidentiality agreement in which both parties share confidential information with each other.

Owner
The company or person who owns the confidential information being disclosed.

Penalty clause
A penalty clause is a provision in an agreement that sets a fine for violation of one of the provisions in the agreement. For example, every NDA contains a penalty clause stating how much a party must pay if that party violates confidentiality.

Receiver
A company or person with whom confidential information is shared.

Trade Secrets Protection Act (Wet Bedrijfsgeheimen)
The Trade Secrets Protection Act is a new law that specifies what constitutes a trade secret or infringements of a trade secret and which measures and procedures apply.

Unilateral NDA
A unilateral NDA is a confidentiality agreement in which there is 1 party that shares confidential information with 1 or more other parties.