The NDA and its legal anchors
A confidentiality agreement — an NDA — is a familiar form of Anglo-American law, though the Civil Code of Georgia does not list a contract of that name among the nominate contracts. That does not make it inadmissible: the Code's norm on freedom of contract lets the parties conclude a contract of such content, and the duty of secrecy exists directly by law. This page explains these three anchors under Articles 319, 418 and 714 of the Code.
Freedom of contract
Under the first part of Article 319, subjects of private law may, within the bounds of the law, freely conclude contracts and determine their content. They may also conclude contracts that are not provided for by the law but do not contradict it. Where the validity of a contract depends, for the protection of essential interests of society or a person, on a state permit, this must be regulated by a separate law. It is on this norm that a confidentiality agreement stands: the parties themselves determine what information counts as secret, to whom it may be transferred, and for what term the obligation extends.
The same article draws boundaries: a party occupying a dominant position on the market bears the obligation to conclude contracts and may not groundlessly offer unequal terms, while the third part protects those acquiring property for non-commercial purposes or subsistence needs — they may not be refused conclusion of a contract without justification.
The duty of secrecy
Article 714 creates the legal core of confidentiality: the fiduciary must not disclose facts known to him in the framework of his activity where the principal is lawfully interested in keeping them secret, unless a duty of disclosure exists on the basis of law or the principal permits disclosure. It follows that the duty of secrecy does not arise where the law itself requires disclosure — a requirement that an agreement cannot displace. This duty operates even without a contract — an NDA refines and reinforces it.
The second part is particularly important: the duty not to disclose the facts exists after the contractual relationship has ended as well — an employee or partner is not released from it by the termination of the relationship.
Within the bounds of freedom of contract, the content of an NDA follows the parties' needs: it may define which information falls under the regime, who counts as an impermissible recipient, for how long the agreement operates, and what happens to the received materials upon the end of the relationship. Such clauses are lawful where they do not contradict the boundaries of Article 319 — the law and the remaining public interests; and the more precise the definition, the easier it is to establish a breach and enforce the sanction.