NDA lawyer in France

A confidentiality agreement – often referred to by the acronym NDA, for non-disclosure agreement – is the first document signed in most sensitive discussions: pre-contractual talks with a partner, negotiations with an investor, a sale or acquisition process, the recruitment of a senior executive, work with a strategic service provider. Its drafting is often treated lightly, yet it determines whether the information shared is actually protected if the relationship goes wrong.

We draft, review and negotiate confidentiality agreements in situations where the information at stake has real value: technical know-how, financial data, commercial strategy, product pipeline, customer base, projections, technology not protected by a patent.

Drafting a non-disclosure agreement

An effective NDA is more than a standard form. The definition of confidential information, the circle of people allowed to access it, the exclusions, the term, the obligations in the event of a breach and the applicable sanctions must all be tailored to the context. An NDA that is too broad is hard to enforce. An NDA that is too narrow does not protect what it should.

We draft confidentiality agreements tailored to your situation: one-way or mutual, limited in time or with a variable term, with or without obligations to return or destroy information, with or without a non-solicitation clause covering staff.

Reviewing and negotiating an NDA you have received

When you receive an NDA drafted by another party, several questions arise. Is confidential information defined too broadly or too narrowly? Are the exclusions balanced? Is the term reasonable? Are the obligations imposed proportionate to your situation? Are the penalties provided for a breach appropriate in both directions?

We review the document, identify the risk points and propose targeted amendments to rebalance the obligations.

When NDAs are used

We work on NDAs in a wide range of situations: fundraising processes, discussions with investors or industrial partners, mergers, acquisitions and disposals, commercial or technology partnerships, recruitment of executives with access to strategic information, confidential tenders, negotiation of technology licences.

On M&A transactions, our NDA work is often part of a broader engagement. See our dedicated pages on the mergers and acquisitions lawyer and the due diligence lawyer.

How an NDA interacts with French trade secrets law

French law has transposed the EU directive on trade secrets, giving statutory protection to information that meets certain conditions. This statutory protection does not replace an NDA: it does not cover the same situations, it sets different standards of proof and its scope is distinct. A well-drafted NDA and trade secrets law complement each other.

If protecting your know-how goes beyond a confidentiality agreement alone, see our dedicated pages on the trade secrets lawyer and the know-how protection lawyer.

If an NDA is breached

If a confidentiality agreement is breached, you need to react quickly and methodically: preserve the available evidence, establish the breach, assess the loss and decide on the strategy to adopt. We assist you through this process, out of court or in litigation depending on the circumstances.

When to consult us

Before entering any sensitive discussion in which you share information you do not want disclosed. Before signing an NDA presented as standard. When confidential information has been disclosed or used without authorisation.

We are available to review your situation and propose drafting or action suited to it.

In-depth articles

• How long is a confidentiality agreement legally valid? (in French)
• How do you prove a breach of a confidentiality agreement (NDA) and obtain compensation? (in French)
• Should a confidentiality agreement (NDA) include a penalty clause? (in French)
• One-way or mutual NDA: which should you choose before a negotiation?
• Does trade secrets law offer better protection than a confidentiality agreement? (in French)

Every situation is different: the information on this page is general and does not replace legal advice tailored to your case. The firm makes no promise of outcome; it commits to the means it deploys.