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

What an NDA in Brazil is, and the law behind it A non-disclosure agreement (acordo de confidencialidade or NDA) in Brazil is a contract in which one or both parties agree to keep shared information secret and to use it only for an agreed purpose. There is no single NDA statute. The agreement rests on freedom of contract under the Civil Code (Codigo Civil, Law 10.406/2002), which lets the parties set their own terms within the limits of the law and good faith. Other rules reinforce it. The Industrial Property Law (Law 9.279/1996) treats the improper disclosure or exploitation of confidential business information as an act of unfair competition, giving a statutory layer of protection for genuine trade secrets. Where the information includes personal data, the General Data Protection Law (Lei Geral de Protecao de Dados, the LGPD, Law 13.709/2018) also applies. An NDA builds a clear contractual duty on top of these, defining what is secret, for how long, and what happens on breach. This article is general guidance, not legal advice. Have a Brazilian lawyer review an NDA before you rely on it. ## What Brazilian law expects from an enforceable NDA in 2026 - Writing and clear parties. A written, signed NDA is standard and advisable for proof. Identify the parties precisely by CNPJ or CPF.

• Define the confidential information. Tie the definition to information marked as confidential or clearly confidential from the circumstances, and avoid an open-ended catch-all.
• Purpose, duration and exceptions. State the permitted purpose, a defined duration, and the usual carve-outs for information that is public, already known, independently developed or legally required to be disclosed.
• Penalty clause (clausula penal). A fixed penalty for breach is allowed, but under Article 412 of the Civil Code it cannot exceed the value of the main obligation, and under Article 413 a court can reduce an excessive penalty. Because an NDA often has no clear monetary main obligation, anchor the figure carefully and preserve the right to claim proven losses.
• LGPD alignment. Where personal data is shared, align the NDA with the LGPD, setting out roles, purposes and safeguards for that data.
• Language and forum. Portuguese is the practical standard for use and enforcement in Brazil. A choice of foreign law or forum should be checked with Brazilian counsel. ## Brazilian NDA template Copy the block below and fill the bracketed fields. This is a mutual NDA; delete the mutual wording if only one side discloses. ``` NON-DISCLOSURE AGREEMENT (ACORDO DE CONFIDENCIALIDADE) Made on [DATE] BETWEEN: [PARTY A NAME], [CNPJ] ("Party A") AND [PARTY B NAME], [CNPJ or CPF] ("Party B") 1. PURPOSE The parties wish to exchange information for [describe the purpose] (the "Purpose"). 2. CONFIDENTIAL INFORMATION "Confidential Information" means information disclosed by one party to the other, in any form, that is marked confidential or that a reasonable person would treat as confidential, including [list main categories]. 3. OBLIGATIONS The receiving party keeps the information secret, uses it only for the Purpose, limits access to those who need it and are bound to equivalent duties, and protects it with reasonable care. 4. EXCEPTIONS The duties do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed by law or authority (with notice where allowed). 5. PERSONAL DATA (LGPD) Where Confidential Information includes personal data, the parties comply with the LGPD, processing it only for the Purpose and with safeguards. 6. DURATION The confidentiality duty lasts for [N] years from each disclosure. 7. PENALTY AND REMEDIES A penalty (clausula penal) of [amount] BRL applies for breach, not exceeding the value of the main obligation (Article 412 Civil Code), without limiting a claim for proven losses and injunctive relief. 8. RETURN OR DESTRUCTION On request or at the end of the Purpose, the receiving party returns or destroys the information and copies. 9. GOVERNING LAW AND JURISDICTION Brazilian law governs. The courts of [city] have jurisdiction. Signed: Party A ____________ Party B ____________ Name / date Name / date

- **Personal data (clause 5).** If the information includes personal data, the LGPD applies, so set out how that data is handled. Many NDAs now need this clause.
- **Penalty and remedies (clause 7).** A penalty clause gives a fixed figure, but keep it within the Article 412 cap and preserve the right to claim proven losses and an injunction, because a court can reduce an excessive penalty under Article 413.
- **Duration and exceptions (clauses 4 and 6).** A defined term and the standard carve-outs keep the duty fair and workable, while genuine trade secrets retain protection under the Industrial Property Law. ## Red flags to avoid - A vague, open-ended definition of confidential information.
- A penalty above the value of the main obligation, which Article 412 does not allow, or one so high it invites reduction.
- No defined duration for the confidentiality duty.
- Ignoring the LGPD where personal data is shared.
- No carve-out for disclosures required by law or authority.
- An English-only document where Portuguese is needed for use and enforcement in Brazil. ## Where a contract workspace helps A template gives you a workable Brazilian NDA. The real work is keeping the definition tight, keeping a penalty within the legal cap, aligning data terms with the LGPD, and tracking every NDA you have signed so you know what is protected and until when. Drafting an NDA, checking it against the Civil Code penalty cap and the LGPD, editing a clause in plain language and tracking expiry dates across a portfolio can sit in one AI contract workspace tuned to how your company handles secrets. [Adira](https://adiralaw.com) is built around that shape: it drafts from a template, models the agreement as linked clauses so it can flag a penalty above the Article 412 cap or a missing LGPD clause, lets you edit by instruction, and keeps dates on one timeline. Adira is India-first today, and deeper Brazil-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Brazilian lawyer for the local-law call. The template above is enough to start a fair NDA on its own. Last verified October 2026.