Template Non-Disclosure Agreement [NDA] (German/English)

Here you can find our template for a mutual non-disclosure agreement or “NDA” in short. This means that the template is designed for mutual exchange of confidential information. For a one-sided agreement the NDA must be adapted.

You should enter into an NDA ideally before the first disclosure of confidential information. This regularly happens before any (other) contract for exchange or cooperation is formed, e.g. via a customer contract or a delivery agreement. Hence, the NDA is designed to enable the conclusion of the later contract.

NDAs are essential before disclosing financial or other important data to potential investors; thus, they are often one of the few binding parts of the otherwise regularly non-binding letter of intent (LOI). However, if, before having entered into an LOI, confidential information is disclosed, an NDA should be concluded prior.

Another important area for NDAs are initiations of cooperations, in which one company discloses company secrets such as source code to a (potential) competitor.

Please adapt all yellow markings and carefully read the comments. An often contested item is the contractual penalty and its amount. Please keep in mind that in a mutual NDA you may be obligated to pay such penalty upon violation as well.