What is a non-disclosure agreement (NDA) under Dutch law?

Dutch term: Geheimhoudingsovereenkomst / NDA | Legal basis: Freedom of contract + 6:248 BW

A non-disclosure agreement (NDA or geheimhoudingsovereenkomst) under Dutch law is a contract obligating one or both parties to keep specified information confidential. NDAs are governed by freedom of contract and the general rules of Dutch contract law. There is no specific statutory regime for NDAs in the Netherlands.

Key provisions include the definition of confidential information, the scope of permitted use, the duration of the obligation, exceptions (publicly available information, independently developed information, legally required disclosure), the return or destruction of confidential materials on termination, and remedies for breach (typically a penalty clause and injunctive relief through kort geding).

Why it matters for international businesses

For M&A processes, technology partnerships and supply chain discussions involving sensitive commercial or technical information, an NDA is the standard first step before any substantive information is exchanged.