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

What an NDA is under French law A non-disclosure agreement, called an accord de confidentialite or clause de confidentialite in France, is a contract in which one or both parties promise to keep shared information secret and use it only for an agreed purpose. Under French law an NDA is an ordinary contract governed by the Code civil. There are no mandatory formalities: its strength comes entirely from how carefully it is drafted. Two features of French law shape a good NDA and make it different from a generic English form. First, French law already protects some confidentiality without any signed document. Second, France has a dedicated trade secret regime that sits behind the contract and gives the disclosing party extra remedies. ## What local law adds to a generic template Confidentiality exists even before you sign. Article 1112-2 of the Code civil imposes a duty of confidentiality on information exchanged during negotiations. A party who uses or discloses confidential information gained in talks can be liable even if no NDA was signed. An NDA does not create the duty from nothing; it defines it, proves it and sets the remedy. Trade secret protection runs in parallel. Loi n. 2018-670 of 30 July 2018 transposed the EU Trade Secrets Directive into the Code de commerce (articles L151-1 and following). Information is protected as a trade secret if it is secret, has commercial value because it is secret, and has been subject to reasonable protection measures by its holder. A signed NDA is the clearest evidence of those reasonable measures, so the contract and the statute reinforce each other. The law gives the holder injunctions, damages and seizure measures. Duration should be reasonable and defined. French law does not set a fixed maximum, but an obligation of confidentiality that is unlimited in time and unlimited in scope can be viewed as a disproportionate restraint. Set a clear term, for example the length of the project plus a defined number of years after it ends, and keep genuine trade secrets protected for as long as they stay secret. Beware of turning an NDA into an employment signal. For a freelancer or consultant, a very wide NDA combined with exclusivity and close control can be one more factor a court weighs when deciding whether the relationship is really employment. Keep the NDA about information, not about controlling the person. Personal data. If the confidential information includes personal data, the NDA must sit alongside GDPR compliance, and where one party processes data for the other, an article 28 data processing agreement is needed. One-way or mutual. Decide early whether the NDA is unilateral, protecting one side who discloses, or mutual, protecting both. A mutual NDA is standard when both parties will share sensitive material, for example in a partnership or an acquisition discussion. The structure changes the obligations clause, so settle it before drafting rather than editing later. Penalty clauses. French law allows a clause penale, a fixed sum payable on breach, but a judge may reduce or increase it under article 1231-5 of the Code civil if it is manifestly excessive or derisory. A sensible agreed figure is useful because proving the exact loss from a confidentiality breach is hard, but do not set a number so high that a court will cut it down. ## A usable template Adapt to your facts; have a French avocat check anything material. ACCORD DE CONFIDENTIALITE / NON-DISCLOSURE AGREEMENT 1. Parties. [Disclosing party] and [Receiving party], with legal forms and registered offices. State whether the NDA is one-way (unilateral) or mutual. 2. Purpose. The information is shared only to [state the permitted purpose, for example evaluating a possible partnership]. 3. Definition of confidential information. All non-public information disclosed in writing, orally or by any means, marked or reasonably understood as confidential, including [technical, commercial, financial, personal data]. 4. Exclusions. Information that is public without breach, already lawfully held, independently developed, or lawfully received from a third party. 5. Obligations. The Receiving party keeps the information secret, uses it only for the purpose, limits access to people who need it and are bound by equivalent duties, and applies reasonable protection measures. 6. Duration. Obligations last during the discussions and for [X] years after the last disclosure. Genuine trade secrets remain protected for as long as they qualify under the Code de commerce. 7. Return or destruction. On request or at the end, the Receiving party returns or destroys the information and confirms it in writing. 8. No licence. Disclosure grants no intellectual property rights or licence. 9. Remedies. Breach may give rise to damages and, where applicable, the trade secret remedies under articles L151-1 and following of the Code de commerce, including injunctions. 10. Personal data. Where personal data is shared, each party complies with the GDPR. 11. Governing law and jurisdiction. French law. Courts of [city]. Signatures, dated, in two originals. ## A short walk through the key clauses Purpose and definition do the real work. A tight purpose clause stops the receiver using your information for anything else, and a clear definition decides what is actually covered. Vague definitions are the most common weakness in French NDAs. Exclusions protect the receiver and make the NDA fair, which makes a court more willing to enforce the rest. Duration and remedies should line up with the trade secret law. Tie your strongest protection to information that genuinely qualifies as a trade secret, because that is where the statutory remedies bite. ## Red flags to check before signing - A definition of confidential information so wide it covers everything, which a court may read down.

• An unlimited, perpetual confidentiality obligation with no defined term.
• No carve-outs for information that is already public or independently developed.
• An NDA used to impose exclusivity or control on a freelancer, which risks looking like employment.
• Personal data shared with no GDPR basis or processing agreement. ## Keeping the obligation under control after signing An NDA matters most long after it is signed, when you need to know who received what, under which purpose, for how long, and whether the term has expired. That record is easy to lose across many deals. Drafting a French NDA from a clean bilingual template, checking that its definition and duration are proportionate under the trade secret law, and tracking each NDA's purpose and expiry can sit in one AI workspace tuned to how your company handles confidential information. Adira follows that shape: it drafts from a template, models the NDA as linked clauses so it can flag an over-broad definition or a perpetual term, and keeps the purpose, counterparty and expiry date in one place. Adira is India-first today, with jurisdictions set per contract and an international mode for others; deep, verified coverage of French local law is on its roadmap rather than established, so treat France specific output as a draft for a French lawyer to confirm. This page is general information, not legal advice.