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

What an NDA in Italy is, and the law behind it A non-disclosure agreement (accordo di riservatezza or NDA) in Italy is a contract in which one or both parties promise to keep shared information secret and to use it only for an agreed purpose. Italy has no single statute called an "NDA law". The agreement is a normal contract under the Civil Code (Codice Civile), so the general rules on contracts in Articles 1321 and following apply. Freedom of contract means the parties largely decide the terms, but several specific rules shape what an Italian court will enforce. Two other sources of law sit alongside the contract. First, confidentiality can exist even without an NDA: an employee owes a duty of loyalty and secrecy under Article 2105 of the Civil Code while employed. Second, trade secrets are protected directly by the Industrial Property Code (Codice della Proprieta Industriale, Articles 98 and 99), as updated by Legislative Decree 63/2018, which implemented EU Directive 2016/943 on the protection of undisclosed know-how. An NDA builds a clear contractual layer on top of this background protection and defines exactly what is secret and for how long. This article is general guidance, not legal advice. Have an Italian lawyer review an NDA before you rely on it. ## What Italian law expects from an enforceable NDA in 2026 - Put it in writing and be specific. There is no general writing requirement for a simple NDA, but a written, signed document is standard and strongly advised for proof. Italian courts expect the confidential information to be identifiable rather than described in vague, catch-all terms.

• Set a clear duration. Italian law is reluctant to enforce open-ended or lifelong contractual obligations between businesses. Give the confidentiality duty a defined term (commonly three to five years after disclosure, longer for genuine trade secrets), and say when it starts.
• Define the permitted purpose and the exceptions. State why the information is shared and carve out the usual exceptions: information already public, already known, independently developed, or required to be disclosed by law or a court.
• Keep non-compete and non-solicit separate. A post-contract non-compete on an employee is valid only under Article 2125 of the Civil Code, which requires written form, paid compensation to the employee, and limits on duration, place and scope. A business-to-business non-compete under Article 2596 must be limited to a defined area or activity and may not exceed five years. Do not hide these inside an NDA without meeting their own rules.
• Use a penalty clause with care. A liquidated-damages or penalty clause (clausola penale) is allowed, but under Article 1384 of the Civil Code a judge can reduce a penalty that is manifestly excessive. A proportionate figure is more likely to survive.
• Language and governing law. Italian is the language of the Italian courts; a bilingual Italian and English version reduces risk when a foreign party is involved. You can choose a foreign governing law, but enforcement of an injunction in Italy and the interaction with Italian trade secret rules should be checked with local counsel. ## Italian 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 (ACCORDO DI RISERVATEZZA) This Agreement is made on [DATE] BETWEEN: [PARTY A NAME], [registered office, VAT / P.IVA number] ("Party A") AND [PARTY B NAME], [registered office, VAT / P.IVA number] ("Party B") 1. PURPOSE The parties wish to exchange information in connection with [describe the purpose, e.g. a potential supply agreement] (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 shall keep the Confidential Information secret, use it only for the Purpose, disclose it only to staff and advisers who need it and are bound to equivalent duties, and protect 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 a competent authority (with notice where allowed). 5. DURATION This Agreement starts on the date above and the confidentiality duty lasts for [N] years from each disclosure. [Trade secrets remain protected for as long as they qualify as such under Articles 98 to 99 of the Industrial Property Code.] 6. RETURN OR DESTRUCTION On request or at the end of the Purpose, the receiving party returns or destroys the Confidential Information and copies. 7. NO LICENCE No intellectual property right or licence is granted by disclosure. 8. REMEDIES AND PENALTY Breach entitles the disclosing party to damages and injunctive relief. A penalty of [amount] applies per breach [keep proportionate, Article 1384 Civil Code allows a judge to reduce an excessive penalty]. 9. GOVERNING LAW AND JURISDICTION Italian law governs. The courts of [city] have jurisdiction. Signed: Party A ____________ Party B ____________ Name / date Name / date

- **Permitted purpose and exceptions (clauses 1 and 4).** The purpose limits how the information may be used, not just whether it is shared. The exceptions keep the duty fair and stop it covering information the receiver already had or that becomes public.
- **Duration (clause 5).** A fixed term for the contractual duty, combined with a note that genuine trade secrets stay protected under the Industrial Property Code for as long as they remain secret, gives you both certainty and the longer statutory shield.
- **Remedies and penalty (clause 8).** Injunctive relief matters most for secrets, because damages rarely undo disclosure. A proportionate penalty clause adds a clear number but should not be so high that a judge reduces it under Article 1384. ## Red flags to avoid - A vague, catch-all definition of confidential information that an Italian court is likely to read down.
- An unlimited or lifelong confidentiality term with no defined duration.
- A non-compete buried in the NDA that ignores Article 2125 (employees) or Article 2596 (businesses), which can make it void.
- An excessive penalty figure that invites reduction under Article 1384.
- An English-only document when the counterparty, and any future court, works in Italian.
- No carve-out for disclosures required by law or a court, which can put the receiver in an impossible position. ## Where a contract workspace helps A template gives you a workable Italian NDA. The real work is what comes after: keeping the definition of confidential information tight, matching the duration to the type of information, making sure a penalty stays proportionate, and tracking every NDA you have signed so you know what is protected, against whom, and until when. Drafting an NDA, checking it against Italian rules on duration and penalties, 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 an open-ended term or an over-broad definition, lets you edit by instruction, and keeps dates on one timeline. Adira is India-first today, and deeper Italy-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep an Italian lawyer for the local-law call. The template above is enough to start a fair NDA on its own. Last verified October 2026.