Non-Disclosure Agreement for European Union

What's prohibited

• Waiver of data subject rights under GDPR

  GDPR rights (access, rectification, erasure, portability, objection) are inalienable and cannot be waived by contract. Any provision purporting to waive or limit a data subject's GDPR rights is void under Article 7(4) and recital 42 of the GDPR.

• Absolute prohibition on reverse engineering of publicly available products

  Article 3(1)(b) of the EU Trade Secrets Directive permits acquisition of trade secrets through observation, study, disassembly, or testing of a product that has been made publicly available or lawfully obtained. Contractual provisions that entirely prohibit reverse engineering of publicly available products may conflict with this provision, though their enforceability depends on member state implementation.

• Restriction on whistleblowing or reporting illegal activity

  The EU Trade Secrets Directive (Article 5) and the EU Whistleblower Directive (2019/1937) protect disclosures made for the purpose of revealing misconduct, wrongdoing, or illegal activity. NDA provisions that restrict whistleblowing are unenforceable.

Other contracts for European Union