French Bilateral NDA Template 2026

In a unilateral NDA, only one party discloses information and the other commits to keeping it confidential — typical when a founder pitches an investor. In a bilateral (or mutual) NDA, both parties exchange sensitive data and both bear the duty of secrecy. Choose the bilateral form whenever information flows in both directions: acquisition due diligence, joint development, or commercial partnerships between parties of comparable standing, where each side has genuine business secrets to protect.

No, but it remains strongly advisable. Article L151-1 of the Code de commerce protects information only if it is genuinely secret, has commercial value because of that secrecy, and is subject to reasonable protective measures. A signed NDA is itself that 'reasonable measure': it proves both parties intended confidentiality, identifies exactly what is protected, and gives a firm contractual basis for court action. Without a contract, establishing trade-secret status must be argued case by case — a significantly harder task.

French law imposes no mandatory duration. In practice, two periods matter: the term of the agreement (the active exchange phase, often 1–2 years) and the survival period after the relationship ends, typically 2–5 years. For highly strategic know-how or industrial secrets, an unlimited obligation 'for as long as the information remains secret' is enforceable, provided it is justified and proportionate. Always state both periods explicitly to avoid ambiguity if the main relationship terminates early.

Five standard exceptions apply: information already in the public domain when disclosed; information that enters the public domain later without any fault by the recipient; information the recipient already legitimately knew before signing; information received from a third party not bound by confidentiality; and information whose disclosure is compelled by law or court order. In the last case, the party under compulsion must notify the other immediately so that appropriate protective measures can be sought before any forced disclosure occurs.

Breach triggers contractual liability and damages. A liquidated-damages clause (*clause pénale*) — for example €30,000–€100,000 per breach — is particularly powerful as it removes the need to quantify actual loss. Additional remedies include civil trade-secret protection under Articles L152-1 et seq. of the Code de commerce (injunctions, seizure) and criminal sanctions under Article L152-7, carrying up to three years' imprisonment and a €375,000 fine for intentional disclosure. Abuse of confidence under Article 314-1 of the *Code pénal* (Penal Code) may also apply depending on the circumstances.

Always before. Any information shared before signing is protected only by the general trade-secret rules, which are more difficult to establish in court. Best practice: execute the NDA, date it precisely, and keep a record — an annex or transmission log — of every document shared, so the scope of coverage is clearly documented if a dispute arises. Never attempt to regularise the agreement after the fact; the protection attaches from the moment of signing, not from the moment of disclosure.