NDA in Argentina: Template, Key Clauses and Local Law (2026)

How Argentina treats an NDA A non-disclosure agreement (NDA), or acuerdo de confidencialidad, is a contract in which one or both parties promise to keep information secret and use it only for an agreed purpose. Argentina does not have a dedicated NDA statute, but it has a specific confidential-information law that strengthens any NDA: Law 24.766 on the protection of confidential information. The NDA itself is enforced as a contract under the Civil and Commercial Code, while Law 24.766 provides a statutory layer of protection for information that qualifies as confidential. The two work together, and a well-drafted NDA borrows the law's own tests to define what it protects. ## What Law 24.766 protects Law 24.766 lets a person or company prevent information lawfully under its control from being disclosed to, acquired by, or used by third parties without consent, in a manner contrary to honest commercial practices. Protection applies only while three conditions hold: the information is secret, meaning not generally known or readily accessible; it has commercial value because it is secret; and it has been subject to reasonable steps to keep it secret. A recipient who was warned about the confidentiality of information must refrain from using or disclosing it without justification. The practical lesson is clear: the law protects you only if you treated the information as a secret, so marking, restricting access, and using NDAs are not just good practice but conditions of protection. ## The clauses that matter Definition of confidential information. Define the protected information specifically and borrow the law's language: information that is secret, has commercial value, and is subject to reasonable protective measures. Exclude information that is public, independently developed, or lawfully obtained elsewhere. Purpose and permitted use. State the single purpose and prohibit every other use. Obligations. Require reasonable protective measures, access on a need-to-know basis, and no onward disclosure beyond the purpose. Duration. Set how long the duty lasts; for genuine secrets, protection can last as long as the information stays secret under the law. Remedies. Provide for damages and for injunctive relief (medidas cautelares) to stop ongoing disclosure. Note that Argentine courts expect the secret character of the information to be clearly shown before granting an injunction, as one reported decision made plain when it refused to restrain a former employee because secrecy was not established. Return or destruction. Require return or destruction and written confirmation at the end. Governing law and forum. For Argentine parties and information, Argentine law and an Argentine court or arbitration keep enforcement direct. ## Employees and contractors Confidentiality duties can also arise outside a standalone NDA. Under Article 85 of the Ley de Contrato de Trabajo, an employee owes a duty of good faith that includes keeping the employer's confidential information secret. A contractor is generally bound only by what the contract says, which is why an explicit NDA or confidentiality clause matters more for contractors than for employees. In both cases, Law 24.766 adds its statutory protection where the three conditions are met. ## Sample wording > Confidential Information means information disclosed by the Disclosing Party that is secret, in the sense that it is not generally known or readily accessible, that has commercial value because it is secret, and that the Disclosing Party has subjected to reasonable measures to keep secret, including business plans, pricing, technical data, and know-how. It excludes information that is or becomes public without breach, was lawfully known before disclosure, or is independently developed. > The Receiving Party shall use the Confidential Information solely for the Purpose, shall protect it with reasonable measures, shall limit access to persons who need it and are bound by equivalent obligations, and shall not disclose it to any third party without prior written consent. The obligation continues for [number] years, and for information that remains a protected secret, for as long as it remains so under Law 24.766. Adapt these to your situation and confirm the current law; they are a starting point, not legal advice. ## Red flags to avoid Watch for an overbroad definition that claims everything is confidential, which weakens enforcement. Watch for treating information as secret in the contract while handling it carelessly in practice, which can forfeit protection under Law 24.766. Watch for a missing carve-out for disclosure required by law or court order. And watch for relying on an NDA alone without the reasonable protective measures the law requires. ## Practical steps when sharing information An NDA is only as strong as the handling around it, and in Argentina that handling is also a condition of statutory protection. Mark genuinely confidential material as confidential, so there is no later argument about what was covered and so the recipient can be said to have been warned under Law 24.766. Share on a need-to-know basis and keep a simple record of who received what, which both limits exposure and helps prove, if a dispute arises, that the information was treated as secret. Keep reasonable technical and organisational measures in place, such as access controls and secure storage, because the law protects only information the owner actually guarded. When the relationship ends, run the return-or-destruction step and obtain the written confirmation the NDA requires, rather than leaving copies in the other side's systems where they are hard to recover and easy to leak. ## Keeping confidentiality consistent across contracts Few companies sign a single NDA; they accumulate many, plus confidentiality clauses inside larger contracts, each with its own definition and duration. Because Law 24.766 protects only information actually treated as secret, inconsistency is a real risk: an obligation that is tracked and applied consistently protects you, while one lost in an inbox may undercut the very secrecy the law requires. That is the idea behind a single contract workspace. Adira brings drafting, a per-clause risk view, version history, and key-date tracking into one place, tuned to how your company contracts, so a confidentiality obligation is drafted, reviewed, and tracked consistently rather than scattered across files. Adira is India-first today, with other jurisdictions on its roadmap, so Argentina-specific depth should be treated as developing, and local enforcement points confirmed with Argentine counsel. This article is general information, not legal advice. For a specific NDA in Argentina, confirm the current position under Law 24.766 and the Civil and Commercial Code with a qualified Argentine lawyer.