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

What an NDA does in Finland A non-disclosure agreement (NDA), in Finnish a salassapitosopimus, is a contract that stops a party from using or disclosing confidential information it receives. Finnish businesses use NDAs before sharing figures in a deal, when hiring a supplier, during a funding round, or around employees and contractors who will see sensitive material. Finland already protects confidential business information by statute through the Trade Secrets Act (Laki liikesalaisuuksista 595/2018), which brought the EU Trade Secrets Directive (2016/943) into national law. A trade secret is protected if three things are true: the information is secret, meaning not generally known or readily accessible; it has commercial value because it is secret; and its holder has taken reasonable steps to keep it secret. Using or disclosing a trade secret in breach of a confidentiality duty is unlawful, and the holder can seek an injunction, damages and corrective measures. An NDA sits on top of that statutory floor and does three useful things. It defines clearly what counts as confidential between these parties, which removes the argument about whether something was really a trade secret. It can bind information that falls short of the strict trade secret test. And it can set a fixed penalty for breach, which is easier to enforce than proving loss. Because the statute and the contract work together, a well drafted NDA strengthens your position rather than replacing the law. ## Key clauses a Finnish NDA should contain Definition of confidential information. Be specific. Say whether it covers written, oral and visual information, and whether material must be marked confidential. Overly broad definitions are harder to enforce because a Finnish court reads them against good faith. Permitted purpose. State the single reason the information is shared, for example evaluating a possible transaction. Any use beyond that purpose is then a breach. Exclusions. Standard carve outs: information that is already public, already known to the recipient, independently developed, or lawfully received from a third party. Obligations. No use outside the purpose, no disclosure except to named recipients who are themselves bound, reasonable security measures, and return or destruction on request. Duration. Set how long the duty lasts. Two to five years is common for commercial NDAs, though genuine trade secrets can be protected for as long as they stay secret. Overlong, blanket durations can be adjusted by a court under Section 36 of the Contracts Act (228/1929). Penalty clause. Finnish contracts often set a contractual penalty (sopimussakko) for breach, which spares the injured party from proving exact loss. The amount must be reasonable, and an excessive penalty can be reduced by a court. Personal data. If the information includes personal data, the GDPR applies directly in Finland and is supervised by the Office of the Data Protection Ombudsman. An NDA does not replace a data processing agreement where one is required. Governing law and disputes. Choose Finnish law and a forum, either the District Court of the defendant's domicile or arbitration under the Finland Chamber of Commerce rules. ## Employees, contractors and non-competes Employees already owe a confidentiality duty during employment under the Employment Contracts Act (Tyosopimuslaki 55/2001), and misuse of a trade secret can also be a criminal offence under the Criminal Code. After employment ends, statutory protection narrows, which is why employers add NDAs that extend confidentiality beyond the end date. Be careful not to confuse an NDA with a non-compete. Non-compete clauses in Finnish employment are tightly regulated. Since 1 January 2022, an employer must pay compensation for a post-employment non-compete regardless of its length: 40 per cent of the employee's pay for restrictions up to six months, and 60 per cent for longer ones, paid across the whole period. A non-compete also needs a particularly weighty reason tied to the role. A confidentiality duty is far less restrictive and does not trigger these payment rules, so keep the two clauses separate and do not use an NDA to smuggle in a non-compete. ## A simple NDA structure you can adapt 1. Parties and date.

2. Purpose of disclosure.
3. Definition of confidential information.
4. Exclusions.
5. Recipient obligations and permitted recipients.
6. Security measures.
7. Return or destruction of information.
8. Duration of the confidentiality duty.
9. Contractual penalty for breach.
10. Data protection, where personal data is involved.
11. Governing law (Finnish) and dispute resolution.
12. Signatures. Decide early whether the NDA is one way (one party discloses) or mutual (both do). Mutual NDAs are common between businesses exploring a deal. This structure is a starting point, not legal advice; have a Finnish lawyer review anything high value. ## Points that catch people out A vague or endless definition weakens an NDA because Finnish courts interpret contracts in good faith and can adjust unreasonable terms. A penalty clause is powerful but only if the figure is reasonable. And relying on an NDA alone for genuinely critical secrets is a mistake; the reasonable steps requirement in the Trade Secrets Act means you should also control access, mark documents and limit copies, because the statute protects only information the holder actually guarded. ## Keeping NDAs and the duties inside them in one place An NDA is easy to sign and easy to lose. The real work starts after signature: knowing which counterparties are under NDA, when each confidentiality duty expires, what purpose each one allows, and where the signed version is when a breach is suspected. When those live across inboxes and drives, the protection you paid for is hard to actually use. The useful idea is that drafting an NDA, checking its scope and penalty, and then tracking its duration and obligations are all one connected job, and it is far easier when the document and its dates sit in one place. That single workspace idea is what Adira is built around for business contracts. Adira is India first today, with other jurisdictions on its roadmap, so for Finland specific points such as the Trade Secrets Act or non-compete compensation you would still confirm the detail with Finnish counsel. The direction holds anywhere: confidentiality you can rely on is confidentiality you can find, track and enforce from one place.