What is a confidentiality clause (geheimhoudingsbeding) under Dutch law?

Dutch term: Geheimhoudingsbeding | Legal basis: Freedom of contract + 6:248 BW

A confidentiality clause (geheimhoudingsbeding) is a contractual provision requiring one or both parties to keep certain information confidential. Under Dutch law, confidentiality clauses are governed by freedom of contract and enforced according to the general rules of Dutch contract law, including the reasonableness standard of article 6:248 BW.

Typical provisions define the scope of confidential information, the permitted uses, the duration of the obligation, the exceptions (court orders, regulatory requirements, information already in the public domain), and the consequences of breach (often a penalty clause). For effective enforcement, the clause should be specific about what constitutes confidential information rather than using catch-all definitions.

Why it matters for international businesses

In supply chain and distribution relationships, confidentiality clauses protect trade secrets, pricing information, customer data and technical know-how. Breach is typically enforced through summary proceedings (kort geding) combined with a dwangsom.