Non-disclosure agreement (NDA) – for B2B, civil-law contracts, and employment contracts

Why NDAs matter for protecting confidential information

Keeping information confidential is one of the foundations of running a business safely. It applies not just to a company's employees, but also to its clients, business partners, subcontractors, and owners. Data about strategy, growth plans, technology, or a customer base carries enormous value and gives a company its competitive edge.

If this information is disclosed, competitors can use it to build similar products, services, or marketing campaigns. In practice, that means real financial and reputational losses.

Although Polish law protects trade secrets, in many cases that protection turns out to be insufficient. That's why more and more businesses are turning to extra safeguards such as an NDA (Non-Disclosure Agreement), which lets you set out precise rules for protecting confidential information.

 

What is an NDA?

An NDA (Non-Disclosure Agreement), or confidentiality agreement, is a document that sets out the rules for sharing and using sensitive information between the parties to a working relationship.

Its main purpose is to protect a company's interests by limiting the risk that key data will be disclosed. An NDA can be used in B2B relationships as well as in employment and civil-law contracts.

An NDA is most often signed:

• before a working relationship begins,
• during contract negotiations,
• when carrying out IT or consulting projects,
• when sharing know-how or documentation,
• when working with subcontractors and freelancers.

An NDA gives a business greater control over how information flows and how it's used.

 

NDAs for B2B relationships and civil-law contracts

NDAs play a particularly important role in B2B relationships and civil-law contracts. In these situations, the parties often share information that's critical to carrying out a project or to negotiations.

A B2B NDA:

• defines which information is confidential,
• specifies who may have access to it,
• defines the purpose for which it may be used,
• sets the period the confidentiality obligation applies for,
• sets out the consequences of breaching the agreement.

This keeps the business relationship organized and secure.

 

NDAs for employment contracts

Confidentiality agreements are also widely used in employer–employee relationships, particularly for positions with access to a company's sensitive data.

An employee NDA typically covers:

• the company's know-how,
• business and marketing strategies,
• customer and business-partner databases,
• financial data and price lists,
• product and service development plans.

Importantly, the confidentiality obligation can apply not only during employment but also after it ends. This protects the company against former employees making use of its information.

 

Why does an NDA matter for a business?

Putting an NDA in place isn't just a formality — it's a real tool for protecting a company's interests. With competition growing and information easier than ever to access, properly securing your data has become essential.

The main benefits of using an NDA:

• protecting trade secrets,
• safeguarding know-how and innovations,
• reducing the risk of data leaks,
• making partnerships with other businesses more secure,
• the ability to pursue a claim if the agreement is breached.

A well-drafted NDA works like a safe for your information — you don't notice it at first glance, but it protects what matters most.

 

What should a strong NDA spell out?

For an NDA to actually work, it needs to be precise and tailored to the specific situation. Provisions that are too generic can be hard to enforce and leave room for interpretation.

A well-drafted NDA should specify:

• the definition of confidential information – exactly what's protected,
• the purpose of disclosure – why the other party is receiving it,
• the scope of permitted use – what's allowed and what isn't,
• how long the confidentiality obligation lasts – during the relationship and after it ends,
• exceptions – e.g., information that's public or obtained from other sources,
• how the data is secured – access limited to authorized people,
• the consequences of a breach – contractual penalties, damages, termination of the relationship.

Precise wording is the key to being able to actually enforce the agreement.

 

The legal basis for protecting confidential information

Protection for confidential information doesn't come only from contracts — it's also grounded in the law. Directive (EU) 2016/943 of the European Parliament and of the Council is particularly relevant here, as it sets out the rules for protecting undisclosed know-how and business information.

In Poland, this directive has been implemented into, among others, the Act on Combating Unfair Competition. That means businesses have both statutory and contractual protection available — and combining the two gives the strongest safeguard.

 

Download NDA templates matched to your business

On our site you'll find ready-made NDA templates for different types of working relationships:

• an NDA for B2B,
• an NDA for employment contracts,
• an NDA for civil-law contracts.

Each template was prepared by TaxCoach's experts and can easily be adapted to your company's specific needs.

 

Need help protecting information in your business?

Not sure how to secure confidential data in your business? Want an NDA tailored to your industry and the way you work with others?

Get in touch with TaxCoach's experts. We'll help you build an effective information-protection system and keep your business secure — before your data ends up in the wrong hands.