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Disclosure Agreement
I need a disclosure agreement to protect sensitive information shared with a potential business partner during preliminary discussions. The agreement should include clauses on confidentiality, non-disclosure, and the duration of the agreement, with a focus on ensuring proprietary information is not shared with third parties.
What is a Disclosure Agreement?
A Disclosure Agreement protects confidential information when businesses or individuals need to share sensitive details. It's a legally binding contract that spells out what information must stay private, who can access it, and how they can use it. Under Dutch law, these agreements help safeguard trade secrets, customer data, and intellectual property.
Breaking a disclosure agreement in the Netherlands can lead to significant penalties, including financial damages and court-ordered remedies. Companies often use these agreements during negotiations, partnerships, or when hiring employees. They're especially important in sectors like technology, finance, and healthcare, where data protection falls under strict Dutch and EU privacy regulations.
When should you use a Disclosure Agreement?
Use a Disclosure Agreement when sharing sensitive business information with potential partners, investors, or employees in the Netherlands. This is crucial before discussing new product designs, client lists, financial data, or business strategies. Dutch companies commonly need these agreements during merger talks, joint ventures, or when bringing on new team members who will access proprietary information.
The timing matters most when entering negotiations, starting due diligence processes, or discussing innovative ideas with external parties. Dutch law offers strong protection for confidential information, but only if you've secured proper agreements first. Many companies require signed disclosure agreements before any substantive business discussions can begin.
What are the different types of Disclosure Agreement?
- General NDA: Standard all-purpose agreement suitable for most business situations, offering balanced protection for both parties
- Non Disclosure Contract: More formal version with stronger enforcement terms, typically used for high-stakes business negotiations
- NDA For Software Development: Specialized agreement protecting source code, development methods, and technical specifications
- Confidentiality Agreement Document: Comprehensive version covering detailed information classification and security measures
- Confidentiality Non Disclosure Agreement: Enhanced version with specific provisions for trade secrets and intellectual property
Who should typically use a Disclosure Agreement?
- Business Owners & Entrepreneurs: Often initiate Disclosure Agreements to protect company secrets when exploring partnerships or seeking investment
- Legal Counsel: Draft and review agreements to ensure compliance with Dutch law and adequate protection of client interests
- Technology Companies: Regularly use these agreements to safeguard intellectual property and development processes
- Employees & Contractors: Sign agreements as part of their work contracts, binding them to confidentiality obligations
- Investors & Financial Advisors: Required to sign before accessing sensitive financial data during due diligence
- Consultants & Service Providers: Bound by agreements when accessing client systems or sensitive information
How do you write a Disclosure Agreement?
- Identify Parties: Gather full legal names, addresses, and registration details of all involved organizations and individuals
- Define Information: List specific confidential information to be protected, including trade secrets, customer data, or intellectual property
- Set Time Limits: Determine how long the confidentiality obligations will last under Dutch law
- Outline Permissions: Specify who can access the information and under what circumstances
- Draft Consequences: Detail clear penalties for breaches, aligned with Dutch enforcement standards
- Use Our Platform: Generate a legally-sound document that includes all mandatory elements and meets Dutch legal requirements
- Review Details: Double-check all information accuracy and ensure proper signing authority for each party
What should be included in a Disclosure Agreement?
- Identification Section: Full legal names and addresses of all parties, including registration numbers for businesses
- Definition Clause: Clear description of what constitutes confidential information under Dutch law
- Scope of Obligations: Specific duties regarding information handling, sharing, and protection
- Duration Terms: Clear timeframe for confidentiality obligations and any survival clauses
- Security Measures: Required steps for protecting confidential information under Dutch privacy laws
- Breach Consequences: Specific remedies and penalties aligned with Dutch enforcement standards
- Governing Law: Explicit statement that Dutch law applies and jurisdiction details
- Signature Block: Space for dated signatures with proper authorization statements
What's the difference between a Disclosure Agreement and an Advisor Agreement?
A Disclosure Agreement often gets confused with an Advisor Agreement in Dutch business settings, but they serve distinct purposes. While both protect sensitive information, their scope and application differ significantly.
- Primary Purpose: Disclosure Agreements focus solely on protecting confidential information, while Advisor Agreements cover broader terms of service, including compensation, duties, and confidentiality
- Duration of Effect: Disclosure Agreements typically remain active even after business relationships end, while Advisor Agreements usually terminate when the advisory relationship concludes
- Legal Scope: Disclosure Agreements protect specific information sets under Dutch privacy laws, whereas Advisor Agreements establish complete professional relationships
- Enforcement Focus: Disclosure Agreements emphasize information security and breach penalties, while Advisor Agreements prioritize service delivery and professional obligations
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