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

The short answer A non-disclosure agreement (NDA) in Austria is a contract in which one or both parties promise to keep shared information confidential and use it only for an agreed purpose. Austria has no standalone NDA statute. The agreement rests on freedom of contract under the Civil Code (ABGB), and it is backed by the trade-secret rules in the Unfair Competition Act (UWG), which Austria uses to implement the EU Trade Secrets Directive (2016/943) in sections 26a to 26j. A well drafted NDA does two jobs: it binds the other side contractually, and it helps prove the reasonable steps to keep information secret that the law requires before trade-secret protection applies. ## What law governs an NDA Two layers matter. The contractual layer is the NDA itself, enforceable like any ABGB contract, so a breach can be sued for in the ordinary courts and can trigger damages or an agreed penalty. The statutory layer is the UWG, which protects trade secrets independently of any contract. Under the UWG a trade secret must be genuinely secret, have commercial value because it is secret, and be subject to reasonable steps by the holder to keep it secret. That last requirement is why the NDA matters beyond its own words: it is evidence that you took reasonable steps. Remedies under the UWG include an injunction to stop the use or disclosure and a claim for damages. Claims are generally subject to a limitation period of three years from when the holder learns of the infringement and the infringer, with a longer absolute cut-off running from the act itself. For employees, a duty of confidentiality is implied during employment, but restraints that reach beyond the job are limited by the same rules that cap non-compete clauses. ## The clauses that matter most Definition of confidential information. Say what is covered. A common approach is to protect all non-public information disclosed for the purpose, whether marked or not, while listing clear examples. Overly narrow definitions leave gaps; impossibly broad ones are harder to enforce. Purpose. State why the information is shared, for example to evaluate a possible transaction or to perform a specific project. Use outside that purpose is then a breach. Exclusions. Standard carve-outs cover information that is already public, already known to the recipient, independently developed, or lawfully received from a third party, plus disclosures required by law or a court. Obligations of the recipient. Keep the information secret, limit access to those who need it and are themselves bound, and use it only for the purpose. Term and survival. Set how long the duty lasts. Confidentiality often survives the end of the main relationship for a fixed number of years, and genuine trade secrets can be protected for as long as they stay secret. Return or destruction. On request or at the end, the recipient returns or destroys the material and any copies, and confirms it in writing. Remedies. Confirm the right to an injunction and damages, and consider an agreed contractual penalty, which Austrian courts may moderate if it is excessive. Governing law and jurisdiction. For an Austrian deal, choose Austrian law and an Austrian court, and keep the contract in German or bilingual. ## One-way or mutual If only one side discloses, a one-way (unilateral) NDA is enough. If both will share, use a mutual NDA so the duties run both ways. Match the structure to the real flow of information, because a one-way NDA signed where both sides actually disclose leaves one party unprotected. ## A simple template outline A sound Austrian NDA runs in this order: parties; recitals and purpose; definition of confidential information; the recipient's obligations; exclusions; permitted disclosures (for example to advisers or where required by law); term and survival; return or destruction; remedies, including injunction and any agreed penalty; no grant of rights or licence beyond the purpose; and governing law and jurisdiction. ## Common mistakes and red flags The most common weakness is signing an NDA and then doing nothing else, so the holder cannot show the reasonable steps the UWG expects, such as limiting access and marking sensitive material. A second is a purpose clause so vague that almost any use can be argued to be within it. A third is forgetting survival, so the duty lapses with the main contract just when it is needed. For employee NDAs, trying to lock down information for an unlimited time after the job ends can run into the limits on post-employment restraints. Keep the definition precise, the purpose tight, the survival period explicit, and back the paper with real security habits. ## How an NDA sits beside employment and IP terms An NDA rarely stands completely alone, and it helps to see where it fits. Employees already owe a duty of confidentiality during their employment under general principles, so an NDA with a current employee mainly adds clarity on scope and, crucially, on what survives after the job ends. That survival is where care is needed, because a confidentiality duty that in practice stops the former employee from working in their field can be treated like a non-compete and run into the same limits on duration and compensation. It also helps to keep confidentiality and intellectual property separate in your mind. An NDA controls the use and disclosure of information; it does not, by itself, transfer ownership of anything created using that information. If a project will generate software, designs or other protectable output, the NDA should be paired with an assignment or licence clause, or a separate agreement, so the receiving party cannot keep the information secret yet still claim rights in what was built. Spelling out that the NDA grants no licence or ownership, only a duty of confidence, prevents that gap and keeps each instrument doing one job well. This page is general information, not legal advice. Laws change and the right answer depends on your facts, so confirm the current position with a qualified lawyer in the relevant jurisdiction before you sign. ## Keeping confidentiality in one place Underneath the wording sits a practical problem. An NDA is only as strong as the records around it. Which version did each party sign, what was the purpose, when does the duty expire, and did the other side return or destroy the material. When signed PDFs and drafts live across inboxes and drives, those answers get hard to find, and the law here rewards the party that can show reasonable steps to keep information secret. Drafting the NDA, reviewing its scope and carve-outs, keeping versions straight and tracking its survival period are the same job, and it is easier when it lives in one workspace rather than across five disconnected tools. That single-workspace idea is what Adira is built around: draft, understand, edit, track and govern a contract in one place, tuned to how your company works. Adira is India-first today, with other jurisdictions on its roadmap, so for Austrian-specific confidentiality and trade-secret law you should still rely on local counsel and local templates. The point worth taking from this page is the direction: confidentiality you can rely on is confidentiality you can prove, from one place, with its dates in view.