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Disclosure Agreement
I need a disclosure agreement to ensure confidentiality of proprietary information shared with a potential business partner during preliminary discussions. The agreement should cover a duration of 2 years, include non-disclosure obligations, and specify penalties for any breaches.
What is a Disclosure Agreement?
A Disclosure Agreement protects confidential information when companies or individuals need to share sensitive details during business dealings. In Denmark, these contracts create legal obligations under the Danish Contracts Act and Trade Secrets Act, binding parties to keep specific information private.
Danish businesses commonly use these agreements during mergers, partnerships, and employment relationships to safeguard trade secrets, customer data, and business strategies. The agreement spells out exactly what information must stay confidential, how long the secrecy lasts, and what happens if someone breaks these rules - typically resulting in compensation claims under Danish law.
When should you use a Disclosure Agreement?
Use a Disclosure Agreement before sharing sensitive business information with potential partners, employees, or contractors in Denmark. This applies when discussing new product designs, customer lists, pricing strategies, or proprietary methods that give your business a competitive edge.
Danish companies need these agreements during merger talks, joint ventures, employee onboarding, and consultancy work. The timing matters - getting signatures before any confidential discussions protects your intellectual property under Danish law. This early protection helps prevent costly disputes and maintains your rights to seek damages if information leaks occur.
What are the different types of Disclosure Agreement?
- Simple NDA: Basic protection for straightforward business discussions, ideal for small companies and freelancers.
- General Non Disclosure Agreement: Comprehensive coverage for multiple types of confidential information, suitable for diverse business relationships.
- Confidential Contract: Detailed agreement with specific confidentiality obligations and enforcement mechanisms under Danish law.
- Business NDA Agreement: Robust protection for complex corporate transactions and partnerships.
- Confidential NDA: Enhanced security measures for highly sensitive information, often used in technology and innovation sectors.
Who should typically use a Disclosure Agreement?
- Business Owners: Use Disclosure Agreements to protect trade secrets and intellectual property when exploring partnerships or hiring staff.
- Corporate Legal Teams: Draft and customize agreements to align with Danish business law and company policies.
- Startups: Rely on these agreements when pitching to investors or discussing innovative technologies.
- HR Departments: Implement agreements during employee onboarding to safeguard company information.
- Consultants and Freelancers: Sign agreements before accessing client data or internal systems.
- Research Institutions: Protect scientific discoveries and research data when collaborating with industry partners.
How do you write a Disclosure Agreement?
- Identify Information: List all confidential data, trade secrets, and business processes that need protection.
- Define Parties: Gather full legal names and contact details of all individuals and companies involved.
- Set Time Limits: Decide how long the confidentiality obligations should last under Danish law.
- Specify Purpose: Clearly outline why confidential information will be shared and how it can be used.
- Consider Exceptions: Note any pre-existing knowledge or public information that shouldn't be covered.
- Draft Agreement: Use our platform to generate a legally compliant document that includes all mandatory elements.
- Review Details: Double-check names, dates, and scope before finalizing.
What should be included in a Disclosure Agreement?
- Parties Section: Full legal names and addresses of all individuals or companies involved in the agreement.
- Definition Clause: Clear description of what constitutes confidential information under Danish law.
- Scope Statement: Specific permitted uses and restrictions for the confidential information.
- Duration Terms: Clear timeframe for confidentiality obligations and any survival clauses.
- Data Protection: GDPR compliance measures and data handling requirements.
- Breach Remedies: Consequences and compensation requirements for confidentiality violations.
- Governing Law: Explicit statement that Danish law applies and jurisdiction details.
- Signature Block: Space for dated signatures from authorized representatives.
What's the difference between a Disclosure Agreement and a Data Protection Agreement?
While Disclosure Agreements and Data Protection Agreements might seem similar, they serve distinct purposes under Danish law. A Disclosure Agreement primarily focuses on protecting business secrets and confidential information during specific transactions or relationships. In contrast, a Data Protection Agreement specifically addresses GDPR compliance and personal data handling procedures.
- Scope of Protection: Disclosure Agreements cover trade secrets and business information, while Data Protection Agreements focus exclusively on personal data processing and privacy rights.
- Legal Framework: Disclosure Agreements operate under Danish contract law and trade secret protection, whereas Data Protection Agreements must comply with GDPR and Danish data protection regulations.
- Duration and Enforcement: Disclosure Agreements often have specific time limits tied to business relationships, while Data Protection Agreements remain active as long as personal data processing continues.
- Compliance Requirements: Data Protection Agreements require specific GDPR-mandated clauses and detailed processing instructions, making them more technically complex than standard Disclosure Agreements.
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