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Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

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An incorrect document often provides a false sense of security.
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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A confidentiality agreement only works well if it specifies concretely which information is protected and which uses are prohibited. A general clause regarding confidentiality is often too weak in discussions concerning customer data, prices, know-how, or business plans

  • For NDAs, commercial discussions, collaboration, investors, and staff
  • Attention to confidential information, purpose limitation, exceptions, and duration
  • Fines, evidence, refunds, destruction, and legal measures regulated
  • Practically usable before sensitive information is shared

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Choose whether you want to have the document drafted, checked, or modified. Prices and options vary per document.

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Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

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Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

About us

Our expertise in confidentiality agreements

Our lawyers and in-house counsel assist entrepreneurs with confidentiality agreements, NDAs, cooperation agreements, data processing agreements, IP clauses, and the enforcement of confidentiality. We examine information, purpose limitation, access, exceptions, penalties, duration, refunds, evidence, and legal remedies.

Custom solutions for your confidential information

An NDA for investors, partners, personnel, software development, suppliers, or acquisition talks does not require the same terms. Therefore, we tailor the confidentiality agreement to your information, recipient, purpose, and risk.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with NDAs, IP, commercial contracts, and privacy
  • Attention to fines, purpose limitation, evidence, and enforcement
  • Fixed rates in advance where possible
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 199.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise in confidentiality agreements

Our lawyers and in-house counsel assist entrepreneurs with confidentiality agreements, NDAs, cooperation agreements, data processing agreements, IP clauses, and the enforcement of confidentiality. We examine information, purpose limitation, access, exceptions, penalties, duration, refunds, evidence, and legal remedies.

Custom solutions for your confidential information

An NDA for investors, partners, personnel, software development, suppliers, or acquisition talks does not require the same terms. Therefore, we tailor the confidentiality agreement to your information, recipient, purpose, and risk.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with NDAs, IP, commercial contracts, and privacy
  • Attention to fines, purpose limitation, evidence, and enforcement
  • Fixed rates in advance where possible

Reviews (21)

Brahim

It was nice that potential pitfalls were proactively considered. The document was legally well-substantiated. Our business partners were impressed by the professionalism of the contracts.

Mohamed

We encountered a complex contractual issue but were helped promptly. We appreciated the honesty when it turned out that a specific request of ours was legally unfeasible. The document was accepted flawlessly by our investors.

Koen

Quick response and clear explanation. It was nice that they didn't charge by the hour for a simple extra question. Our business partners were impressed by the professionalism of the contracts.

Marouane

We didn't feel like a number, but received truly personal attention. We didn't have to figure out much ourselves. The quality fully met our expectations.

Karlijn

We were pleasantly surprised by the proactive initial approach. We didn't just receive a standard template, but true custom work for our general partnership. It is clear that they have a passion for entrepreneurship.

Ilham

The document aligned well with our wishes. They flawlessly managed to expose the pain points in our current contract. The quality fully met our expectations.

Nizar

It immediately felt like a partnership rather than a simple service. The process was entirely digital and frictionless, which saved us a lot of time. It is clear that they have a passion for entrepreneurship.

Reda

The decisiveness during the first meeting was very pleasant. They immediately understood where the sensitivities lay within our collaboration. Our customers are responding positively to the clear general terms and conditions.

Fleur

Very clear and professional guidance. The clarity of the penalty clauses leaves no room for interpretation. Our business partners were impressed by the professionalism of the contracts.

Sandra

We quickly gained a clear picture of the possibilities. The final document looked professional. The end result aligns 100% with our high standards.

Lisa

We were immediately reassured after a worrying situation. The rigorous review of the lease agreement protected us from unfavorable clauses. The final result aligns 100% with our high standards.

Can

We required a tailored approach, and that was handled well. The sharpness in the negotiations with our opposing counsel was impressive. A reliable partner striving for perfection in their documents.

Karima

Excellent communication and a carefully drafted document. The attention to detail when reviewing the fine print was phenomenal. The quality fully met our expectations.

Sem

The accessibility of the office is excellent. We received a clear document without unnecessary complexity. A reliable partner that strives for perfection in their documents.

Boris

They immediately zoomed in on the matters that were truly important to us. The proactive attitude while waiting for feedback from our counterparty was very pleasant. Fantastic value for money for this level of expertise.

Rianne

My request via the website was picked up incredibly quickly. The flexibility to add an extra clause at the last minute was greatly appreciated. Fantastic value for money for this level of expertise.

Quinten

It was immediately apparent that the lawyer had extensive experience in our sector. We didn't have to figure out much ourselves. Fantastic value for money for this level of expertise.

Rob

No waiting times or endless menus; we got someone on the line immediately. The expertise regarding privacy and GDPR was clearly noticeable and up-to-date. The end result aligns 100% with our high standards.

Rens

Scheduling the appointment went very smoothly and quickly. Additional questions were answered promptly. Our business partners were impressed by the professionalism of the contracts.

Dennis

We needed a custom solution, and that was handled well. The feedback we received on our own concept was incredibly insightful and useful. It is clear that they have a passion for entrepreneurship.

Naima

We had immediate confidence in the team's expertise. They provided a watertight confidentiality clause that perfectly suited our innovations. Our business partners were impressed by the professionalism of the contracts.

Meet our office

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Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

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Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

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What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
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The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

The content of your confidentiality agreement depends on a few key choices. These determine whether the NDA is unilateral or mutual and how strict the terms will be.

Choice or question Why this matters legally
Is one party sharing information, or both parties? For one-way communication, a unilateral NDA suffices; if both parties share information, choose a mutual confidentiality agreement.
How long must the confidentiality last? For general information, a fixed term after the last contact is customary; for genuine trade secrets, you can agree on an indefinite period.
Do you want a fine or just compensation? A fixed fine makes enforcement easier because you do not have to prove exact damage; without a fine, you are dependent on provable damage.
Is personal data also shared? If personal data is exchanged for processing on your behalf, a data processing agreement may be required under the GDPR in addition to the NDA.
Is the recipient allowed to engage third parties? Determine whether advisors, subcontractors, or group companies are granted access and whether they must sign the same confidentiality agreement.
Clauses and provisions

What elements belong in a confidentiality agreement?

A workable confidentiality agreement not only protects the information itself but also regulates what it may be used for, who has access, the duration of the obligation, and the consequences of a breach. Below are the components that belong in virtually every NDA.

Provision Relevant to Legal point of attention
Definition of confidential information Always Describe specifically which written, oral, digital, and visual information is subject to confidentiality.
Purpose binding Always Specify for what purpose the information may be used and prohibit any other use.
Duty of confidentiality Always Prohibit the sharing, publishing, copying, and commercial exploitation of the information.
Access and need-to-know For sharing within the organization or with advisors Determine who is granted access and impose the obligation on staff and engaged third parties as well.
Exceptions Always Exclude information that is already public or has been lawfully obtained without confidentiality, so that the duty remains enforceable.
Duration Always Determine how long the confidentiality applies, possibly longer for genuine trade secrets.
Penalty clause Recommended Link an immediately enforceable penalty to the violation; consider scope for additional damages.
Return and destruction At the end of discussions or collaboration Arrange for the return or deletion of information, including copies and backups.
Applicable law and disputes Always Choose Dutch law and the competent court or arbitration.
Use in practice

How do you use this document correctly?

A confidentiality agreement only works if you use it at the right time and adhere to the terms in practice. These steps help you use the document correctly.

Situation What should you do? Point of attention
Before you share information Have the NDA signed before confidential information is disclosed Signing retrospectively offers no protection for what has already been shared.
When sharing documents Mark documents and emails as confidential This makes it easier to demonstrate later that information was subject to confidentiality.
During the collaboration Restrict access to those who really need the information The fewer people who have access, the lower the risk of leakage and the stronger your position.
Afterwards Request a refund or destruction and keep the confirmation This way, you prevent information from continuing to circulate and retain proof of compliance.
Common mistakes

Common mistakes

Confidentiality agreements often go wrong on the same points. By considering these points, you can prevent your NDA from proving to be of little value in practice.

Wrong Consequence Better approach
Too vague description of confidential information Discussion on whether information fell under the NDA Describe specifically which categories of information are secret.
Do not include a penalty clause You have to prove the full damage, which is difficult and expensive Include an immediately enforceable fine that simplifies enforcement.
Only sign after information has already been shared The previously shared information is not protected Have the NDA signed before the first meeting.
No term or too short The protection expires before the risk has passed Adjust the duration to the type of information and the risk.
Do not pass on obligations to third parties Staff or advisors are not bound Require the recipient to impose the same confidentiality on engaged third parties.
Risk profile

What is your situation and what do you pay attention to?

The proper structuring of your confidentiality agreement depends on your situation. If you recognize yourself in one of the cases below, pay attention to the points mentioned.

Risk profile Example Focus in the document
You are sharing information for an acquisition You provide a potential buyer with insight into figures, customers, and contracts Ensure strict purpose limitation and a prohibition on approaching employees or customers.
You work with a supplier or partner Both parties share know-how and business data Choose a mutual NDA with clear agreements regarding access to and ownership of results.
You have a self-employed professional or agency work for you The other party gains access to internal processes and data Combine confidentiality with agreements on intellectual property and, regarding personal data, the GDPR.
You suspect that information has been leaked A former partner or employee uses your information Gather evidence and enforce quickly; a penalty clause significantly strengthens your position.
Additional documents

When is this document not enough?

A confidentiality agreement governs confidentiality, but not the collaboration, ownership, or processing of personal data itself. In these situations, you need an additional document.

Situation Supplementary document Why
You systematically share personal data that someone else processes on your behalf Data Processing Agreement In addition to confidentiality, the GDPR requires separate agreements regarding the processing of personal data.
Secrecy leads to genuine collaboration Cooperation Agreement Establish roles, costs, revenues, and liability alongside confidentiality.
You are discussing a joint venture in confidence Shareholders' Agreement Rules regarding control, profit distribution, and exit if the collaboration results in a company.
Explanation of this document

Drafting a confidentiality agreement, why?

Not every entrepreneur knows exactly what confidentiality agreements are, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal solutions are important.

What is a confidentiality agreement and when do you need one?
A confidentiality agreement — also known as a non-disclosure agreement (NDA), confidentiality agreement, or secrecy contract — is an agreement in which one or both parties commit not to disclose confidential information to third parties and to use it exclusively for the agreed purpose. You need a confidentiality agreement as soon as you share confidential information with a party you do not yet fully trust or who is not otherwise contractually bound to confidentiality. Typical situations include: exploring a business acquisition or collaboration before sharing your annual figures, customer base, or technology; engaging an external advisor, developer, or supplier who gains access to business-sensitive information; pitching a concept or product to a potential investor or partner; and sharing technical know-how, recipes, or business processes with a manufacturer or licensee. The confidentiality agreement is the most widely applicable contract in business law — and at the same time, the most neglected. Many entrepreneurs wait too long to have one drafted and share confidential information based on trust without a legal basis. Our legal experts draft a confidentiality agreement for you that watertight defines the confidential information, establishes an enforceable prohibition on use, contains an effective penalty clause, and correctly formulates the procedure for the return and destruction — tailored to your specific situation and the sensitivity of the information to be shared.
What is the difference between a unilateral and a mutual confidentiality agreement?
The choice determines who is bound by confidentiality and depends directly on the flow of information in your relationship. With a unilateral confidentiality agreement , only one party shares confidential information, and only the recipient is bound. This is the correct structure for due diligence during a business acquisition where only the seller provides information, for a pitch to an investor where you present your concept, and when engaging an external service provider who gains insight into your business operations. With a mutual confidentiality agreement, both parties share confidential information and are both bound. This is the correct structure for explorations of collaboration, joint venture negotiations, and technological co-development projects where both parties contribute sensitive information. A particular point of attention: a mutual agreement presented as unilateral—because only one party actually shares information—creates unnecessary obligations for the recipient who, in practice, never provides information. The structure of the agreement must reflect the actual flow of information. Our legal experts advise you on the appropriate structure for your specific situation.
How do you define confidential information so that protection is maximized?
The definition of confidential information is the most critical provision of the confidentiality agreement. A definition that is too narrow leaves gaps — sensitive oral information falls outside its scope. A definition that is too broad renders the agreement unworkable — the recipient does not know which information they are free to use. A robust definition comprises three categories. First, all information that was expressly designated as confidential upon provision — in writing with a "confidential" marking or orally followed by written confirmation within an agreed timeframe. Second, all information that the recipient should reasonably have recognized as confidential given its nature — business strategy, financial forecasts, customer data, technical specifications are by definition confidential even without marking. Third, specifically defined categories that are always confidential regardless of marking — customer files, production methods, software code, price lists. The definition must also clearly describe the exceptions: information that was already publicly known prior to receipt, information the recipient already knew prior to the agreement, information the recipient developed independently, and information that must be disclosed pursuant to a legal obligation. Our legal experts formulate a definition that offers maximum protection and stands up in court.
How do you formulate a penalty clause that truly deters?
A confidentiality agreement without a penalty clause has limited deterrent effect. In the event of a breach, the injured party must demonstrate that damage has been suffered and the extent of that damage—proof that is notoriously difficult to provide in cases of breaches of confidentiality. A well-formulated penalty clause establishes a fixed fine per violation, thereby eliminating the need for proof of damages. The amount of the fine must correspond to the commercial value of the information to be protected. For commercially sensitive information in a company acquisition or technological collaboration, amounts ranging from €50,000 to €250,000 per violation are customary and are generally accepted by the court as proportionate. The penalty clause must be correctly formulated to preserve the accumulation of legal remedies: "notwithstanding the provisions of Article 6:92 of the Dutch Civil Code, without prejudice to the right to performance, cessation, and full compensation for damages insofar as the damage exceeds the fine." The judge has the power to mitigate pursuant to Article 6:94 of the Dutch Civil Code — but a proportionate and carefully formulated penalty clause offers significantly stronger protection, even after any mitigation, than no penalty clause at all. Particular point of attention: a penalty clause per violation is stronger than a penalty per day — one unauthorized provision to a third party counts as one violation regardless of the duration of subsequent use. Our legal experts draft a penalty clause that is sufficiently deterrent and stands up to judicial scrutiny.
How do you arrange the duration and the return of confidential information?
The duration of the confidentiality obligation must correspond to the economic lifespan of the protected information. For commercial and strategic information in the case of a business acquisition that does not proceed: two to five years after the end of negotiations. For technical know-how, recipes, and trade secrets that remain valuable for a long time: a longer or unlimited term. An unlimited confidentiality obligation is in principle acceptable to Dutch and European courts, provided that the information to be protected actually remains confidential and the obligation is proportionate. After the end of the relationship or agreement, the recipient must return the confidential information or demonstrably destroy it. The return and destruction procedure must contain the following elements: which media are returned or destroyed — originals and all copies, including digital copies on personal devices. The period within which return or destruction takes place — usually five to ten working days after the end of the agreement or following a request. A written confirmation from the recipient that all confidential information has been returned or destroyed. And an exception for archiving copies that may not be destroyed pursuant to statutory retention obligations — with a continuing confidentiality obligation for those copies. Our legal experts formulate a duration and refund scheme that aligns with the nature of your information.
How do you make a confidentiality agreement enforceable in the event of a breach?
The enforceability of a confidentiality agreement in the event of a breach depends on two elements that are often underestimated. First, proof of provision: if you cannot demonstrate which specific information you provided to the recipient, you cannot prove in the event of a breach that the leaked information fell under the agreement. The provision of confidential information must be documented: which document was provided, on what date, and to which person. In due diligence processes, a virtual data room with access logging is used as evidence. In the case of oral provision of information—presentations, meetings—the confidentiality agreement must contain a confirmation procedure. Second, the identifiability of the breach: if the same information was known to multiple parties or is easily obtainable via public sources, it is difficult to prove that the leaked information originated from your provision. Your confidentiality agreement may contain a canary trapclause: you provide slightly different versions of the same document to various recipients—a slightly different wording, a different numeral—making it traceable in the event of a leak which recipient is the source. Our legal experts advise you on documentation practices that make your confidentiality agreement enforceable in the event of a breach.
How does it work at MKBjuristen?
After a brief intake regarding the information to be shared, the counterparty, and the context of the information exchange, our legal experts draft a confidentiality agreement that watertight defines the confidential information, establishes an enforceable prohibition on use, contains a sufficiently deterrent penalty clause, aligns the duration with the economic lifespan of your information, and correctly formulates the return and destruction procedure. We also draft bilateral confidentiality agreements for exploratory collaborations and assess NDA drafts received from counterparties for completeness and enforceability.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Tailored approach for each NDA situation

Not every confidentiality situation is the same. Therefore, we do not draft confidentiality agreements generically, but tailored to the information, recipient, purpose, and desired sanctions.

Investors and acquisition

Focus on data room, figures, strategy, competition, advisors, and mandatory disclosure.

Cooperation

Attention to ideas, project information, IP, costs, purpose limitation, and termination.

Staff and self-employed

Attention to customer data, documents, IP, business information, and confidentiality after termination.

Software and technology

Attention to source code, architecture, data, security, documentation, and know-how.

Suppliers

Attention to specifications, recipes, prototypes, production data, and subcontractors.

Commercial conversations

Attention to prices, margins, quotations, calculations, customers, and proof of issuance.


A confidentiality agreement must make confidential information practically enforceable. Therefore, we examine definition, purpose limitation, access, duration, penalties, refunds, evidence, and remedies.

Common mistakes in confidentiality agreements

Confidentiality often goes wrong because agreements are too general and therefore become difficult to enforce.

  • Describe confidential information too generally
  • Do not include a purpose limitation for permitted use
  • Grant advisors, employees, and group companies unlimited access
  • Do not include a penalty clause or enforcement provision
  • Duration of confidentiality too short or formulated unclearly
  • Do not bring verbally shared information under the NDA
  • Do not arrange for refund, destruction, or disposal
  • Only sign the NDA after information has already been shared

Draft your confidentiality agreement properly and prevent unnecessary problems in the future. Good agreements prevent disputes regarding confidential information, use, distribution, fines, and damages.

What is a confidentiality agreement?

An agreement in which parties agree to keep certain information confidential and to use it only for an agreed purpose.

Is an NDA the same as a confidentiality agreement?

Yes, NDA stands for non-disclosure agreement and is usually called a confidentiality agreement in the Netherlands.

Can a fine be included?

Yes. A penalty clause can strengthen enforcement, provided it is carefully and appropriately formulated.

How long does confidentiality apply?

That depends on the information. For trade secrets, longer or even indefinite confidentiality may be appropriate.

Can MKB Juristen review an existing NDA?

Yes. We check, among other things, definition, purpose limitation, exceptions, fines, duration, refunds, and enforceability.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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