Non-Disclosure Agreement (Accord de confidentialité, France) — 2026 template

Mutual NDA under French contract law and the trade-secrets provisions of the Commercial Code

Country
France
Category
Contracts
Checked against the law

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What's inside

  • Confidential information and trade secrets (arts. L151-1 ff. C. com.)
  • Pre-contractual confidentiality (art. 1112-2 C. civ.)
  • Permitted recipients, exceptions and compelled disclosure
  • Penalty clause reviewable by the court (art. 1231-5 C. civ.)
  • Duration, return and destruction

Legal basis

  • Code civil art. 1112-2 (confidential information in negotiations)
  • Code de commerce arts. L151-1 ff. (secret des affaires)
  • Code civil art. 1231-5 (clause pénale)

Start of the text

This is the beginning of the template. Fields in square brackets are filled in the Legal editor.

Working English version. Where a French version is signed or required by law, that version prevails.

This Non-Disclosure Agreement (accord de confidentialité) is made on [Date] between [Party A name], [Legal form, registered office, SIREN], and [Party B name], [Legal form, registered office, SIREN] (each a "Party").

1. Purpose

The Parties wish to exchange information in order to [Purpose, e.g. assess a potential partnership] (the "Purpose"). Any party who uses or discloses confidential information obtained during negotiations without authorisation is liable under general law (art. 1112-2 C. civ.); this Agreement specifies the Parties' obligations.

2. Confidential Information

"Confidential Information" means any information of any kind (technical, commercial, financial, know-how) disclosed by one Party to the other in connection with the Purpose, in any form, including information protected as a trade secret (secret des affaires) within the meaning of arts. L151-1 ff. of the Commercial Code. The disclosing Party takes reasonable protective measures, including this Agreement and the marking of documents.

3. Obligations

3.1. The receiving Party shall use Confidential Information only for the Purpose, not disclose it to third parties, and protect it with at least the care applied to its own confidential information.

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