Non-Disclosure Agreement NDA

Yes, an NDA is legally binding in Croatia and is governed by the general rules of contract law in the Obligations Act (Zakon o obveznim odnosima). If someone breaches an NDA by disclosing confidential information, you are entitled to compensation, which may cover actual loss and lost profit. If the agreement contains a contractual penalty clause, the party in breach must pay the amount agreed in advance without any need to prove loss. You may seek a court injunction against further use or disclosure of the confidential information. Proving a breach can be difficult – you have to show that it was that particular person who disclosed the information without authorisation. In more serious cases involving business secrets, criminal liability is also possible. Documenting the handover of confidential information properly makes it easier to prove your case in any dispute. It is advisable to define clearly in the agreement what counts as confidential information.

The duration of the confidentiality obligation is set by the NDA itself and may vary considerably depending on the type of information and the needs of the parties. Standard periods range from 2 to 5 years from the date of signature or from the end of the business cooperation. For business secrets and particularly sensitive information the obligation may be permanent, or may last until the information becomes publicly available by other means. Some types of information, such as personal data, require permanent protection under the GDPR regardless of the agreement. Periods shorter than one year are common for less sensitive business information. The agreement should define clearly when the period starts to run – on signature, on receipt of the information or at the end of the cooperation. A realistic term proportionate to the value of the protected information is recommended.

An effective NDA must contain a clear definition of what counts as confidential information – a description of the categories of data or the specific information protected. The obligations of the receiving party should include a ban on disclosure, a ban on use outside the permitted purpose and duties to protect the information. The duration of the confidentiality obligation must be clearly defined. Exceptions to confidentiality such as publicly available information, statutory disclosure duties and information already known. The consequences of a breach, including a contractual penalty where one is provided for. Provisions on returning or destroying the information at the end of the cooperation. Jurisdiction and applicable law for resolving disputes. The signatures of the authorised persons of both parties. A legal review of the agreement is advisable so that every clause is enforceable in court.

No, an NDA does not have to be certified by a notary public to be legally valid – the written form with the signatures of the authorised persons of both parties is enough. Croatian law prescribes no special form for the validity of a confidentiality agreement. Certification of signatures can nevertheless give extra security by confirming the identity of the signatories and the date of signature, which may be useful in any court proceedings. In international dealings, certification and an apostille may be needed if the agreement is used in a foreign jurisdiction. An electronic signature has the same force as a handwritten one if it meets the statutory requirements, which allows NDAs to be exchanged quickly online. Many companies use electronic signing platforms such as DocuSign or Adobe Sign for fast and secure NDAs. For more complex agreements, engaging a lawyer for a review is advisable.