Contracts and commercial relationships · Czechia and Slovakia
Non-disclosure agreement (NDA)
We prepare unilateral and mutual non-disclosure agreements for investment negotiations, supplier cooperation, development or data access. We precisely define what is confidential, the permitted purposes of use and the consequences of breach, so the NDA can be relied on as effectively as possible in Czechia and Slovakia.
- Unilateral and mutual NDAs
- Proportionate contractual penalty
- Fees agreed in advance
What we'll do for you
Drafting a tailored NDA or reviewing an agreement supplied for Czech and Slovak parties, including remedies and duration.
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Initial consultation
We discuss who is protected, what is confidential and the risk of disclosure — determining whether a unilateral NDA is sufficient or a mutual NDA is needed.
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Tailored NDA
Definition of confidential information and exceptions, permitted purpose of use, authorised recipients and duties to protect data.
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Remedies for breach
A contractual penalty proportionate to the protected interest, to minimise the risk of a court reducing it, alongside the right to damages exceeding the penalty.
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Duration and termination
How long confidentiality lasts (including after cooperation ends), the duty to return or destroy data and the treatment of copies.
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Link to trade secrets
We align the NDA with trade secret protection and any GDPR duties where personal data is disclosed.
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Document delivery
You receive a final NDA ready for signature, with an explanation of its key points.
Deliverablea signed NDA ready for negotiations or cooperation to begin
How it works
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- Consultationday 0
We establish what you protect, from whom and for how long — and whether a unilateral or mutual NDA is more suitable.
- Draft NDA
We prepare a tailored agreement or review the one supplied and identify your risks.
- Agreement and signingat your pace
We refine disputed points and prepare final wording for both parties to sign.
No-obligation enquiry
Ready to start?
Send us an enquiry. We usually reply within 24 hours with a price confirmation and next steps. The first 30-minute consultation is free and commits you to nothing.
- 1Send your enquiry via this form
- 2Usually within 24 h you get a price confirmation and plan
- 3We start work only after your approval
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What clients ask
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What should a good NDA contain?
Above all, a precise definition of confidential information and exceptions, permitted purposes of use, authorised recipients, duration of confidentiality after cooperation ends, a remedy for breach and rules for returning or destroying data. Without these points, an NDA is often difficult to enforce in practice.
What is the difference between a unilateral and a mutual NDA?
Under a unilateral NDA, only one party (typically the recipient) undertakes confidentiality. Under a mutual NDA, both parties disclose and protect information. The choice depends on who shows what to whom — we advise at the outset which is more advantageous for you.
What contractual penalty should be agreed?
The penalty should be proportionate to the protected interest. A court may reduce an excessively high penalty, in Czechia on the debtor's application (§ 2051 of the Czech Civil Code), in Slovakia in business relationships under § 301 of the Commercial Code; it may not, however, reduce it below the damage incurred up to its decision. We structure it to deter breaches while keeping the risk of reduction as low as possible, adding a right to damages insofar as they exceed the penalty.
How long should confidentiality last?
It should generally last throughout cooperation and for a specified period afterwards (often several years). Trade secret protection may continue as long as the information remains secret. We set the specific period according to the information's sensitivity.
How does an NDA relate to trade secrets and GDPR?
An NDA supplements and contractually strengthens statutory trade secret protection. If personal data is disclosed, we align it with GDPR duties and, where appropriate, a separate processing agreement.
Can you prepare a bilingual NDA?
Yes, for cross-border cooperation we prepare a bilingual NDA and align Czech and Slovak (or English) terminology so both versions have the same meaning.
Legal Q&A
Common questions on this topic
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Do I need a non-disclosure agreement, and what should it contain?
Trade secrets are protected directly by law, and their violation constitutes unfair competition even without an agreement. An NDA still makes sense: it precisely defines confidentiality, duration and sanctions, making proof and enforcement considerably easier. A clear definition of confidential information, the confidentiality period and a written contractual penalty are central.
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Is a non-disclosure agreement confirmed by email or by a click in a data room enough?
The confidentiality undertaking itself may be formed by email or by a click, because neither Slovak nor Czech law prescribes any particular form for it unless the parties have reserved one. In Slovakia, however, the contractual penalty on which an NDA usually rests may be agreed only in writing. An electronic act satisfies the writing requirement if it captures the content and identifies the person who acted; a qualified electronic signature always satisfies it. For an NDA governed by Slovak law we therefore recommend a signature, and where a click is used, at least a reliable record of who confirmed which wording.
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The recipient under our NDA wants to show our information to its advisers and subcontractors. Who is liable if they leak it?
A non-disclosure agreement binds only those who entered into it; the recipient's adviser or subcontractor is not bound by it. A recipient who passes the information to someone outside the permitted circle breaches the NDA themselves. Where the recipient performs their obligations through another person, they are liable under Section 331 of the Commercial Code as if performing themselves; that rule will not, however, apply reliably to every type of adviser. The NDA should therefore deal expressly with the circle of third parties, how they are bound and the recipient's liability for them.
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Further reading
An NDA with a foreign partner: which law, which court and which language
When confidential information goes to a partner in Czechia or elsewhere in the EU, the strength of an NDA also depends on which law governs it, where a dispute will be resolved and which language version prevails. This article is for companies signing NDAs in English or on the other side's template.
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Trade secrets in Slovakia and Czechia: what the law protects and what an NDA must add
Statutory protection of trade secrets and a non-disclosure agreement complement each other rather than replace each other. This article compares the Slovak and Czech rules and shows which gaps an NDA must close where a company shares know-how with partners in both countries.
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Reserving the purchase of machinery or a vehicle: a future-contract agreement, or a sale agreement subject to a condition precedent?
Where a purchase has been agreed but depends on a loan, a grant or delivery, two instruments present themselves: an agreement to enter into a future contract and a sale agreement subject to a condition precedent. This article explains how they differ, when to choose each and what to watch for with movable assets.
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