Signed, but no protection
A typical situation. A company has information it doesn't want competitors to see: the client base, financial figures, technical solutions. Every employee signs an NDA from the internet. Box ticked.
Then the information leaks. In court it's not enough to say “we had an NDA”. The court asks specifically: what information was considered confidential, how you marked it, what protective measures you took. If the agreement has no answers, there's nothing to argue about.
4 elements template NDAs don't have
- A specific list of information the parties recognise as confidential.
- How it's shared and marked: how you indicate that a document is secret.
- A term for the obligation that doesn't end along with the main contract.
- Liability with a specific amount or a way to calculate damages.
Who the NDA is for
| With whom | What matters |
|---|---|
| Employee | Link it to the job description and an order on trade secrets |
| Contractor or sole proprietor | Ban on using the solutions in other projects |
| An investor or partner in negotiations | A mutual NDA, specifying what exactly you're disclosing |
| Foreign party | Governing law and court |
Trade secret
The law protects information as a trade secret if it has value because others don't know it, and the owner takes steps to keep it secret. An NDA is one of those steps. But access controls, document markings and internal rules have to work alongside it.
How it works
Your part: what exactly you want to keep secret. The rest of the arrows are mine.
Civil Code of Ukraine, Articles 505–508 (trade secrets); Law of Ukraine “On Protection Against Unfair Competition”; Labour Code of Ukraine (for employees).
Frequently asked questions about NDAs
How much does an NDA cost?
From €150. If you need a template for the team, it's priced once.
Can a penalty be recovered for breaching an NDA?
Yes, if the amount or the mechanism is written into the agreement and you prove the breach.
How long should an NDA last?
We set the term according to the information. For some data the obligations continue after the cooperation ends.
Do I need an NDA if there's an employment contract?
Employment contracts rarely contain proper confidentiality terms. A separate document or section is better.
An NDA most often goes together with a developer agreement. For negotiations with an investor, look at a shareholder agreement.