NDA — Non-Disclosure Agreement: complete guide

An NDA (Non-Disclosure Agreement) — also called a confidentiality agreement — is a contract by which one or both parties undertake not to disclose confidential information shared in the context of their relationship. It is the fundamental legal tool for protecting trade secrets, know-how, customer databases, technological solutions and strategic plans.

An NDA is relevant at every stage of business: before entering a business relationship (when you want to gauge a partner's interest without risk), when working with external contractors (to prevent them going to your competition), during due diligence before an acquisition or investment, and when onboarding employees in sensitive roles.

According to a Slovak Business Agency survey (2024), only 34% of Slovak companies regularly sign NDAs — despite 61% reporting at least one confidential information leak in the past three years. Digitally signing NDAs via zipzipdoc reduces the entire process from an average of 3 days to under 5 minutes.

In Slovakia, NDAs are not specifically regulated — they are governed by the general contract law provisions of the Commercial Code (Act No. 513/1991 Coll.) and the Civil Code (Act No. 40/1964 Coll.). For businesses, the trade secret protection provisions under §§ 17–20 of the Commercial Code are also relevant.

Important legal foundations:

• § 17 CommC — a trade secret comprises all confidential information that has actual or potential economic value
• § 18 CommC — a violation of trade secrets includes unauthorised acquisition, use or disclosure
• § 757 CommC — liability for damage caused by a breach of the confidentiality obligation
• GDPR (EU Regulation 2016/679) — if the NDA covers personal data, GDPR compliance is required — processing must have a legal basis

Electronic signing of NDAs is fully valid under eIDAS. For most NDAs, AdES with OTP verification is sufficient.

1. One-way NDA — Only one party (typically the information recipient) is bound by confidentiality. Suitable when: a potential client gains access to your internal materials, an external contractor works with your customer data, or a new employee joins a sensitive role.

2. Mutual NDA (MNDA) — Both parties commit to protecting each other's information. Suitable when: both sides present know-how to each other, they are negotiating a partnership or M&A transaction, or information exchange is bilateral.

3. Multi-party NDA — Confidentiality obligations bind three or more parties. Typical for consortia, joint ventures, startup teams or projects with multiple contractors.

Choosing the right type affects: who is legally bound to protect information, who has the right to claim damages for a breach, and the balance of negotiating positions between the parties.

A well-drafted NDA must contain several key elements. Missing clauses can make an NDA unenforceable:

Creating and signing an NDA via zipzipdoc takes less than 5 minutes:

1. Describe the situation to the AI — In zipzipdoc, describe who the parties are, what information you want to protect, whether you need a one-way or mutual NDA, and for how long. The AI will assemble a complete draft.
2. Review and adjust — Verify that the definition of confidential information matches your situation. Check the duration, penalties and exceptions. If you need a change, type the request into the chat.
3. Add signers — Enter the emails of all parties. For a multi-party NDA, set the signing order.
4. Send for signing — zipzipdoc sends each party a unique link. Verification happens via OTP code. The entire process is recorded in the audit trail.
5. Archive — Store the signed NDA with the audit trail in the cloud (zipzipdoc) and locally. In case of a dispute, the PDF with the audit trail will be the decisive evidence.

An NDA can be formally valid but practically unenforceable. The most common causes:

• Overly vague definition of confidentiality — "All information received during the cooperation is confidential" is so broad a court may consider it unreasonable. Solution: specifically list categories (technical documentation, customer data, commercial terms).
• Missing exceptions — An NDA without exceptions (publicly available information, information from another source) may be modified or rejected by a court. Solution: standard exceptions must always be included.
• Unmeasurable penalty — "Will cover all damages" without specifying the amount or calculation method is hard to enforce. Solution: a specific contractual penalty (e.g. €5,000–€50,000) proportional to the value of the information.
• NDA without a time limit — Lifelong confidentiality over information that will lose value in 2 years is disproportionate. Solution: a specific term (e.g. 3 years from the end of the cooperation).
• Not signing before sharing information — The most common mistake: information is shared before the NDA is signed, which weakens enforceability. Solution: NDA always as the first step, not a formality at the end.