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A non-disclosure agreement is a unilateral commitment to confidentiality — unlike a mutual NDA. Form: one party receives confidential information and agrees to keep it secret. Common in investor pitches, freelance access to client data, and pre-employment for job applicants. Advantages: simpler, faster to sign. Disadvantages: unequal power dynamic, can seem unattractive. Below are the differences compared to an NDA and when to use which form.
The short answer
- Unilateral: only the recipient is obliged to maintain confidentiality.
- When: investor info, freelancers, applicants, suppliers.
- Difference between NDAs: NDAs are mutual, non-disclosure agreements are unilateral.
- Duration: typically 2-5 years after receipt of information.
- Content: similar to an NDA, but formulated unilaterally.
When to Use a Non-Disclosure Agreement vs. an NDA?
Confidentiality Agreement (unilateral)
- The investor receives your business case.
- Freelancer gains access to customer data.
- Applicant gains access to trade secrets during the process.
- Supplier receives specifications.
- Intern or student on a company visit.
NDA (mutual)
- Strategic cooperation — both parts info.
- Joint venture negotiations.
- M&A discussions between buyer and seller.
- Co-development project.
Difference in practice
| Aspect | Confidentiality Agreement | NDA |
|---|---|---|
| Obligation | Unilateral (receiver) | Mutual |
| Negotiation | Fast, short | Often longer |
| Power relationship | Asymmetrical | Equivalent |
| Application | Standard situations | Strategic cooperation |
| Acceptance | Quickly drawn | Some negotiation |
What is typically included?
- Identification of signatory: name, position, company.
- Identification of information provider: company from which information originates.
- Description of confidential information: technical, commercial, strategic.
- Purpose of provision: for what purposes information may be used.
- Obligation of confidentiality: do not share, do not use for other purposes.
- Exceptions: already publicly known, previously known, independently developed.
- Duration: typically 2-5 years after receipt.
- Return: or destruction after use.
- Penalty for violation: contractual amount.
- Applicable law and court.
Practical examples
Applicant confidentiality agreement
Applicants who are granted access to company strategy during the process: sign a unilateral declaration in advance. Short, simple (1-2 pages).
Freelance access
Freelancer gains access to client systems for a specific project — non-disclosure agreement protects client data. Often combined with IP transfer.
Investor pitch
Before sharing the pitch deck: the investor signs a unilateral declaration. Some top-tier investors refuse to sign (market standard) — if in doubt: a shorter/more focused pitch without critical information.
Fine level
For a unilateral declaration:
- Applicants: €10,000-€25,000 (proportional).
- Freelancers: €25,000-€50,000 (depending on data sensitivity).
- Investors/business partners: €50,000-€250,000 (strategic info).
Higher than realistic: judge reduces.
Honest recommendation
Non-disclosure agreement for standard situations with an asymmetrical relationship (you provide, the other party receives). NDA for strategic cooperation. Have a one-time template drafted by a lawyer (€200-€500) — then use it for years to come. For sensitive information or major partners: consider a custom solution. Ensure proper documentation (which information is provided to whom and when) — indispensable in the event of a dispute.
For other topics: NDA, non-compete clause and copyright protection.
Frequently Asked Questions
A non-disclosure agreement is unilateral (only the recipient is required), while an NDA is mutual (both parties). Agreement for asymmetric situations (investors, freelancers, job applicants); NDA for strategic cooperation with reciprocal information exchange.
Explanation: investor info, freelance access, applicants, suppliers. NDA: joint ventures, M&A, co-development. In case of doubt: NDA — demonstrates an equivalent position and is more robust.
Applicants €10,000-€25,000, freelancers €25,000-€50,000, investors/business partners €50,000-€250,000 (depending on data sensitivity). Realistic amount for enforceability — judge may reduce unsustainable fines.
Identification of signatory and provider, description of confidential information, purpose of provision, confidentiality obligation, exceptions, duration (2-5 years), return/destruction, penalty, applicable law.
Typically 2-5 years after receipt of information. For strategic info (M&A, IP): 5+ years. Indefinite period often unsustainable. Concrete end date essential for enforceability.
Top-tier VCs often decline — unattractive and high-risk for them. If declined: shorter pitch without critical info, first a market-standard high-level pitch, sensitive details only at due date with a signed declaration.
Standard template from a lawyer: €200-€500. Customization: €500-€1,500. More for sensitive information or international aspects. One-time setup, usable for years — the investment pays for itself quickly.
