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Non-Disclosure Agreement
I need a non-disclosure agreement to protect sensitive business information shared with a potential partner during preliminary discussions, ensuring confidentiality for a period of 3 years, with clear definitions of confidential information and exclusions.
What is a Non-Disclosure Agreement?
A Non-Disclosure Agreement creates a legal obligation to keep specific information confidential. Under Austrian law, these contracts protect business secrets, intellectual property, and sensitive data by preventing parties from sharing protected information with others. Companies often use NDAs when working with employees, contractors, or business partners who need access to valuable internal information.
Austrian courts enforce NDAs through specific performance remedies and damage claims under the UWG (Unfair Competition Act) and ABGB (Civil Code). The agreement must clearly define what information is confidential, how long secrecy must be maintained, and what happens if someone breaks these rules. Well-drafted NDAs help Austrian businesses maintain their competitive edge while sharing necessary information with trusted partners.
When should you use a Non-Disclosure Agreement?
Use a Non-Disclosure Agreement before sharing sensitive business information with anyone outside your core team. This includes pitching to investors, negotiating with potential business partners, or bringing on new employees who'll have access to trade secrets. Austrian law offers strong protection for business confidentiality, but only when you've taken clear steps to safeguard your information.
The timing matters - get the NDA signed before any detailed discussions begin. For startups in Austria's growing tech sector, this means having agreements ready before meeting with venture capital firms or discussing technical innovations. NDAs are especially important when sharing manufacturing processes, customer data, or proprietary software details that fall under Austria's strict data protection and trade secret laws.
What are the different types of Non-Disclosure Agreement?
- Simple NDA: Basic one-way agreement for straightforward situations like hiring contractors or interns, covering only essential confidentiality terms.
- Mutual NDA: Two-way protection where both parties share confidential information, common in business partnerships or joint ventures.
- Standard NDA: Comprehensive template with detailed provisions meeting Austrian business requirements, suitable for most commercial situations.
- NDA And Confidentiality Agreement: Enhanced version with additional privacy clauses, ideal for tech companies or data-sensitive industries.
- Nondisclosure Agreement: Formal version with specific enforcement provisions under Austrian law, often used in high-stakes business negotiations.
Who should typically use a Non-Disclosure Agreement?
- Business Owners & Entrepreneurs: Protect trade secrets and business strategies when seeking investors or exploring partnerships in Austria's competitive market.
- HR Managers: Implement NDAs during hiring processes to safeguard company information as employees come and go.
- Tech Companies: Shield intellectual property and source code when working with external developers or contractors.
- Legal Counsel: Draft and review agreements to ensure compliance with Austrian privacy laws and GDPR requirements.
- Research Institutions: Protect ongoing research and development projects when collaborating with industry partners.
- Investment Firms: Secure sensitive financial information during due diligence processes and negotiations.
How do you write a Non-Disclosure Agreement?
- Identify Scope: List all confidential information needing protection - trade secrets, customer data, processes, or intellectual property.
- Party Details: Gather full legal names and addresses of all involved parties, including their roles and signing authority.
- Time Period: Determine how long the confidentiality obligations should last under Austrian law.
- Access Rights: Define who can access the protected information and under what circumstances.
- Security Measures: Specify required data protection steps to comply with Austrian privacy laws.
- Enforcement: Include clear consequences for breaches and dispute resolution procedures.
- Document Generation: Use our platform to create a legally-sound NDA that includes all mandatory elements for Austrian jurisdiction.
What should be included in a Non-Disclosure Agreement?
- Identification Section: Full legal names, addresses, and roles of all parties bound by the agreement.
- Definition of Confidential Information: Clear description of protected data, aligned with Austrian trade secret laws.
- Permitted Use Clause: Specific terms outlining how confidential information may be used and shared.
- Duration: Clear timeframe for confidentiality obligations under Austrian contract law.
- Data Protection Measures: GDPR-compliant procedures for handling sensitive information.
- Breach Consequences: Specific remedies and penalties under Austrian civil code.
- Jurisdiction Clause: Explicit reference to Austrian law and courts for dispute resolution.
- Template Assurance: Our platform automatically includes all these elements in legally-verified Austrian templates.
What's the difference between a Non-Disclosure Agreement and a Non-Compete Agreement?
Non-Disclosure Agreements and Non-Compete Agreements serve different protective functions under Austrian law. While both aim to safeguard business interests, they operate in distinct ways and situations.
- Purpose and Scope: NDAs protect confidential information from being shared, while non-compete agreements prevent someone from working with competitors or starting competing businesses.
- Duration of Effect: NDAs typically remain active indefinitely for trade secrets, while non-compete clauses in Austria are limited to maximum two years post-employment.
- Legal Enforceability: NDAs enjoy broader enforcement under Austrian courts, while non-compete agreements face stricter scrutiny and geographical limitations.
- Compensation Requirements: NDAs don't require special compensation, but non-compete agreements must provide reasonable financial compensation during the restriction period.
- Primary Use Cases: NDAs work for any sensitive information sharing, while non-competes specifically address post-employment competition concerns.
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