Vzor NDA zdarma s komentářem právníka pro rok 2025
Key takeaways
Non-Disclosure Agreement (NDA) Template with a Lawyer's Commentary
NON-DISCLOSURE AGREEMENT
concluded on the day, month and year stated below pursuant to Section 1746(2) et seq. of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter the “Civil Code”)
I. Parties to the Agreement
Disclosing Party: [Company Name], ID No.: [ID No.], with its registered office at [Address], entered in the Commercial Register maintained by [Court], section [Section], file no. [File No.] represented by: [Name and position of the executive] (hereinafter the “Disclosing Party”)
and
Receiving Party: [Company Name], ID No.: [ID No.], with its registered office at [Address], entered in the Commercial Register maintained by [Court], section [Section], file no. [File No.] represented by: [Name and position of the executive] (hereinafter the “Receiving Party”)
ARROWS Commentary: The identification of the parties must be absolutely precise and flawless. Always use current data from the Commercial Register. If the agreement is concluded by a natural person, state their name, surname, date of birth, and permanent residence address.
II. Purpose of the Agreement
The purpose of this Agreement is to protect the Disclosing Party's confidential information that will or may be provided to the Receiving Party in connection with [Define the purpose precisely here, e.g., negotiations on potential business cooperation in the area of..., conducting an audit, preparing for a company merger...]. (hereinafter the “Purpose”).
ARROWS Commentary: The most precise definition of the Purpose is crucial. The court will use it to assess whether the Receiving Party has used the information in accordance with the agreement. General phrases like “for the purpose of cooperation” are insufficient and risky. Need help with the exact wording? Email us at consultation@arws.cz.
III. Definition of Confidential Information
For the purposes of this Agreement, confidential information shall mean all information of a commercial, production, technical, economic, operational, or other nature that has actual or at least potential value, is not commonly available in the relevant business circles, and is to be kept secret at the will of the Disclosing Party.
This includes in particular (but is not limited to): trade secrets, know-how, financial data, business plans, marketing strategies, customer and supplier lists, source codes, technical drawings, data from internal systems, and any other information that the Disclosing Party designates as “confidential”.
ARROWS Commentary: This is the most important part of the agreement. We recommend being as specific as possible. The better you define the information, the stronger your protection will be. We would be happy to go over which information is key for your company and how best to describe it in the agreement. Contact us at consultation@arws.cz.
IV. Obligations of the Receiving Party
The Receiving Party undertakes to: a) Maintain the confidentiality of all confidential information. b) Use the confidential information exclusively for the fulfilment of the Purpose. c) Not to disclose or make the confidential information available to any third party without the prior written consent of the Disclosing Party. d) Take reasonable measures to protect the confidential information from loss, misuse, or unauthorized disclosure.
V. Duration
The duty of confidentiality under this Agreement shall last for a period of [specify number of years, e.g., 5 years] from the date of conclusion of this Agreement, unless the parties agree otherwise. The duty of confidentiality shall survive the termination of cooperation negotiations between the parties.
ARROWS Commentary: The duration must be reasonable given the nature of the information. For a trade secret, it can even be agreed for an unlimited period. An incorrect setting can lead to the invalidity of the arrangement. We will help you determine the optimal duration based on an analysis of your needs. Contact us at consultation@arws.cz.
VI. Contractual Penalty
In the event that the Receiving Party breaches any obligation set out in Art. IV of this Agreement, it shall be obliged to pay the Disclosing Party a contractual penalty in the amount of [e.g., CZK 250,000] for each individual case of breach.
The application of the claim for a contractual penalty shall not affect the Disclosing Party's right to full compensation for damages.
ARROWS Commentary: The contractual penalty is a key deterrent and sanctioning tool. Its amount must be significant but not ruinous. We will help you set its amount so that it is enforceable and effective. For a consultation, write to us at consultation@arws.cz.
VII. Final Provisions
This Agreement shall be governed by the laws of the Czech Republic. All disputes arising from this Agreement shall be resolved before the [e.g., Municipal Court in Prague].
This Agreement is made in two counterparts, one for each party.
Amendments to this Agreement may only be made in the form of written, numbered amendments signed by both parties.
In [City] on [Date]
Disclosing Party: [Company Name] [Name and position of the executive]
In [City] on [Date]
Receiving Party: [Company Name] [Name and position of the executive]
Why is a Non-Disclosure Agreement (NDA) crucial for your business?
A Non-Disclosure Agreement (NDA) is a contract that obliges one or both parties to protect and not disclose entrusted information. It's not just a formal document. It is a necessity for anyone who wants to securely negotiate with business partners, investors, employees, or external suppliers. Underestimating this step can lead to the disclosure of business plans, loss of competitive advantage, or damage to your reputation.
A properly configured NDA protects your most valuable assets – data, strategies, and ideas. At ARROWS, we prepare and review these agreements on a daily basis, and we know how crucial it is to tailor them to the specific situation.
When is the right time to use an NDA?
Many entrepreneurs hesitate about when to require a non-disclosure agreement. The general rule is simple: whenever you are about to share information that you consider confidential and whose leakage could harm you.
Typical situations include:
Negotiating with a potential investor or buyer of your company.
Starting a collaboration with a new business partner.
Recruiting key employees who will have access to sensitive data.
Outsourcing work to external contractors (freelancers, agencies) involved in your projects.
Presenting a new product or technological solution.
Our Prague-based lawyers at ARROWS will help you not only with the preparation of the agreement itself but also with setting up internal processes for information protection. For an immediate solution to your situation, write to us at consultation@arws.cz.
Our specialists will help you
Generic NDA Template vs. a Custom Solution from ARROWS
Risk to be addressed and potential problems and sanctions | How ARROWS helps |
Vaguely defined confidential information: A court may rule the agreement invalid because it is not clear what was meant to be protected. | Legal analysis and preparation of custom documentation: We will precisely define the protected information to make the agreement legally enforceable. |
Missing or inappropriate penalty: Without a contractual penalty, claiming damages is complicated and lengthy. Your claim for compensation may become time-barred. | Preparation of an agreement with strong sanction mechanisms: We will propose a contractual penalty of an amount that will genuinely deter the other party from a breach. |
The agreement does not comply with applicable law: A template downloaded from the internet may be outdated or in conflict with Czech or European law, leading to its invalidity. | Review and amendment of agreements: We will ensure that your NDA complies with current legislation, including international elements. |
Protecting know-how abroad? No problem with us
Do you do business internationally? Then you need protection that crosses borders. Thanks to our ARROWS International network, built over ten years, we handle cases with an international element on a daily basis. We will ensure that your non-disclosure agreements are enforceable abroad and comply with local legal practices. Comprehensive protection of intellectual property is the foundation of a healthy business. You can find more about this service on our website in the Trademarks, Intellectual Property (IP) section.
Whether you are negotiating with a partner from Germany, the USA, or Asia, our EU-based lawyers are ready to help you – write to consultation@arws.cz.
In conclusion: A template is a start, a custom solution is the goal
The provided template is an excellent starting point. It shows the structure and key points that must not be missing. However, it can never replace a document prepared by a lawyer who knows the context of your business and its specific risks. The investment in a quality, custom-tailored NDA is a fraction of what you could lose if sensitive data leaks.
Our Prague-based legal team is ready to help you with the review, modification, or complete preparation of a non-disclosure agreement. Given our experience in managing a portfolio of more than 150 joint-stock companies and 250 limited liability companies (s.r.o.), we know how to prepare documents to be truly functional.
About the author
Disclaimer:
The information contained in this article is for general informational purposes only and serves as a basic guide to the issue as of 2026. Although we strive for maximum accuracy, laws and their interpretation evolve over time. We are ARROWS Law Firm, a member of the Czech Bar Association (our supervisory authority), and for the maximum security of our clients, we are insured for professional liability with a limit of CZK 350,000,000. To verify the current wording of the regulations and their application to your specific situation, it is necessary to contact ARROWS Law Firm directly (consultation@arws.cz). We are not liable for any damages arising from the independent use of the information in this article without prior individual legal consultation.