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

What a Dutch NDA does, and the law behind it A non-disclosure agreement (NDA), also called a confidentiality agreement (geheimhoudingsovereenkomst), is a contract where one or both parties promise to keep shared information secret and to use it only for an agreed purpose. In the Netherlands an NDA sits on top of two layers of law. The first is ordinary contract law in the Dutch Civil Code (Burgerlijk Wetboek), which lets parties agree confidentiality duties and attach a penalty for breach. The second is the Trade Secrets Act (Wet bescherming bedrijfsgeheimen), in force since 23 October 2018, which transposed the EU Trade Secrets Directive 2016/943 into Dutch law. The two layers work together. The Trade Secrets Act gives a statutory route to stop and recover for misuse of a trade secret, but only if the information actually qualifies as one. An NDA is one of the clearest ways to show you took the confidentiality measures the Act requires, and it can cover information and conduct the Act does not. This article is general guidance, not legal advice. Have a Dutch lawyer review an NDA before you rely on it. ## What local law requires in 2026 - When information is a protected trade secret. Under the Trade Secrets Act, information qualifies if it is secret (not generally known or easily accessible), has commercial value because it is secret, and has been subject to reasonable steps by its holder to keep it confidential. Miss the reasonable-steps limb and the statutory protection can fall away, which is exactly why signed NDAs matter.

• An NDA as evidence of your measures. The confidentiality agreements a company signs, along with access controls and labelling, are among the measures that show the information was genuinely treated as secret. So an NDA is both a contractual promise and proof for a later trade secret claim.
• Reverse engineering is allowed by default. The Act treats reverse engineering of a lawfully obtained product as permitted unless a contract says otherwise. If you want to stop it, the NDA must restrict it expressly.
• Statutory remedies. For a qualifying trade secret, a holder can seek an injunction to stop use or disclosure, recall or destruction of infringing goods, and damages. Dutch courts also protect the secret during litigation itself, limiting who on the other side may see it (Article 22a of the Code of Civil Procedure).
• Contractual enforcement. Separate from the Act, breach of the NDA is a breach of contract. A Dutch NDA usually adds a penalty clause (boetebeding) so the injured party can claim a fixed sum without proving its loss, which the court can moderate if it is excessive. ## Dutch NDA template Copy the block below and fill the bracketed fields. ``` NON-DISCLOSURE AGREEMENT (GEHEIMHOUDINGSOVEREENKOMST) This agreement is made on [DATE] BETWEEN: [PARTY A NAME], [address], [KvK number] AND [PARTY B NAME], [address], [KvK number] (each a "Party") 1. PURPOSE The Parties wish to exchange information to [describe purpose, e.g. explore a possible partnership] (the "Purpose"). 2. CONFIDENTIAL INFORMATION "Confidential Information" means non-public information disclosed by one Party to the other, in any form, that is marked or would reasonably be understood as confidential, including trade secrets within the meaning of the Trade Secrets Act. 3. OBLIGATIONS The receiving Party will: keep the information secret; use it only for the Purpose; share it only with staff and advisers who need it and are bound by equal duties; and protect it with at least reasonable care. 4. EXCLUSIONS 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 court (with notice where allowed). 5. NO REVERSE ENGINEERING The receiving Party will not reverse engineer, decompile or analyse any item disclosed in order to derive the Confidential Information. [Delete if not wanted.] 6. TERM This agreement starts on the date above and the confidentiality duties continue for [N] years after disclosure [and indefinitely for trade secrets while they remain secret]. 7. RETURN OR DESTRUCTION On request or at the end, the receiving Party returns or destroys the information and copies, keeping only what law requires. 8. PENALTY For each breach the Party in breach owes [AMOUNT] plus [AMOUNT] per day it continues, without prejudice to the right to claim actual damages and an injunction. [A penalty clause (boetebeding).] 9. GOVERNING LAW Dutch law applies. Disputes go to the competent Dutch court. Signed: Party A ____________ Party B ____________ Name / date Name / date

- **Permitted use and recipients (clause 3).** The heart of the NDA. Limit use strictly to the stated purpose, and let the information reach only people who need it and are themselves bound. A controllable, small circle of recipients is also what the Trade Secrets Act expects.
- **Reverse engineering (clause 5).** Because Dutch law allows it by default, you must ban it expressly if the disclosure involves a product or sample that could be taken apart.
- **Penalty clause (clause 8).** A fixed penalty makes breach costly without a fight over the exact loss. Keep it proportionate, since a Dutch court can reduce a penalty it finds excessive. ## Red flags to avoid - Relying on the Trade Secrets Act without any confidentiality measures, so the information never qualifies as a protected secret.
- A definition of confidential information so wide that a court narrows or refuses to enforce it.
- No reverse-engineering ban where a product or prototype is shared, leaving it lawful by default.
- A one-way NDA where information actually flows both ways.
- A penalty so large it is likely to be moderated, or none at all, so breach costs nothing up front.
- No carve-out for disclosure 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 sound Dutch NDA. The harder work is consistency across many of them: making sure the definition of confidential information and the permitted-use clause actually match the deal, that a reverse-engineering ban is present where a product is shared, that penalty clauses are proportionate, and that you can see when each NDA's duties expire. Drafting an NDA, checking it against the Trade Secrets Act reasonable-measures standard, and tracking when confidentiality terms lapse can sit in one AI workspace tuned to how your company shares information. [Adira](https://adiralaw.com) is built around that idea: it drafts from your template, models the NDA as linked clauses so it can flag a missing reverse-engineering ban or a one-way duty where exchange is mutual, lets you edit in plain language, and keeps term and expiry dates on one timeline. Adira is India-first today, and deeper Netherlands-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Dutch adviser for the local-law call. The template above is enough to put a fair NDA in place on its own. Last verified October 2026.