Non-disclosure agreement (NDA) template
Non-disclosure agreement protecting confidential information
This document rests on a fixed pattern prepared by Paragrafo; it is not a law firm template. Its wording is not written by AI, only the details from the form are filled in. For a non-standard situation we recommend a solicitor.
Law in force as at
Zmluva o mlčanlivosti
- I. Zmluvné strany
- II. Účel zmluvy
- III. Dôverné informácie
- IV. Povinnosť mlčanlivosti
- V. Výnimky
- VI. Trvanie
An NDA, a non-disclosure agreement, binds one or both parties not to disclose the information they exchange during their cooperation. It is used before negotiating a deal, during product development, when an investor comes in and when working with a supplier.
The practical value of an NDA stands or falls on how precisely it defines what confidential information is. Too broad a definition tends to be unenforceable, too narrow a one fails to protect what matters.
Who needs this document
- Companies about to negotiate a partnership or an investment
- Clients sharing materials with a supplier or an agency
- Employers giving an employee access to sensitive information
- Startups sharing product or financial data
What the document must contain
- A precise definition of confidential information and of what is not treated as confidential
- Whether the obligation is one-sided or mutual
- The purpose for which the information may be used
- The circle of people to whom the information may be disclosed
- How long the confidentiality obligation lasts
- The consequences of a breach, including a contractual penalty where one is agreed
- The rules for returning or destroying materials once the cooperation ends
Legal basis
Obchodný zákonník
Governs trade secrets and the duty of confidentiality in negotiations on concluding a contract.
Občiansky zákonník
Applies to contracts outside commercial law relationships.
Most common mistakes
An imprecise definition of confidential information
Wording such as “all information obtained during the cooperation” is hard to rely on in a dispute. It is better to list categories and add what is not treated as confidential.
No duration
Without stating how long the obligation lasts, uncertainty arises. A time limit belongs in the agreement every time.
A contractual penalty unrelated to the actual loss
A disproportionately high penalty may be reduced by a court. The amount should match the value of the information protected.
An NDA signed only after the information was shared
The agreement operates prospectively. If the information was handed over earlier, the protection need not cover it.
Frequently asked questions
Is an NDA enforceable?
Yes, if it is sufficiently precise. What matters is an exact definition of the confidential information, of the duration and of the consequences of a breach. A vague agreement is hard to rely on.
What is the difference between a one-sided and a mutual NDA?
In a one-sided NDA only the party receiving the information is bound. In a mutual one both parties are bound, which suits situations where information flows both ways.
How long should an NDA last?
It depends on the nature of the information. For commercial data it is usually a few years, for know-how it can be longer. The period has to be stated expressly in the agreement.
Non-disclosure agreement (NDA) for your business
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