Model for a Non-Disclosure Agreement

After the success of its first Non-Disclosure Agreement (NDA) Model Form published in 2008, Orgalim has now released an updated version of the Model that takes into account legislative changes brought by the EU Directive 2016/943 on protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure.

When companies consider entering into cooperation, they often have to provide technical, commercial or financial information which they normally want to keep confidential. The law may only provide a certain protection for trade secrets. The parties should therefore conclude a non-disclosure agreement in order to disclose confidential information to each other during the negotiations and agree that the confidentiality of such information should be protected regardless of whether an agreement is thereafter concluded.

Keeping information confidential could be necessary before entering into negotiations concerning a cooperation agreement, during the execution of the agreement and after its completion. Since most cooperation agreements already provide for a clause regarding confidentiality, this model only deals with the situation before the parties have entered into an agreement.

This model is based on mutual obligations of confidentiality and presents only some of the possible options for the parties. It should be carefully adapted to the particular requirements in each individual case. The parties may therefore seek additional competent legal assistance.

The publication is sold in electronic format from the Orgalim member association(s) based in your country (full details here). If you are based outside these countries, please contact legal.publications@orgalim.eu.