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Confidentiality Agreements

Are NDAs enforceable in Georgian courts?

Yes, NDAs are fully enforceable under the Civil Code of Georgia, provided they are drafted correctly. The key is to clearly define "confidential information" and set reasonable penalties. Vague definitions or excessively punitive damages might be challenged. Our legal team ensures your NDA complies with local statutory requirements to withstand judicial scrutiny.

Should I use a Mutual or One-Way NDA?

It depends on the flow of information. If you are disclosing sensitive data to a contractor or investor without receiving anything confidential in return, a One-Way NDA is appropriate. If both parties are sharing proprietary info (e.g., in a joint venture discussion), a Mutual NDA is required to protect both sides equally.

How long should the confidentiality obligation last?

The duration varies by industry and information type. While trade secrets can be protected indefinitely as long as they remain secret, general confidential business info usually has a term of 2-5 years after the relationship ends. We help you determine a commercially reasonable timeframe that offers protection without being legally restrictive.

Can I include a penalty clause for breach of confidentiality?

Yes, Georgian law allows for "liquidated damages" (penalty clauses). This is highly recommended because proving the exact monetary value of the damage caused by a leak can be difficult. A penalty clause sets a fixed sum payable upon breach, acting as a strong deterrent. We calculate and draft these clauses to be effective yet legally defensible.

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A Non-Disclosure Agreement (NDA) is the cornerstone of modern business relationships. This legal document establishes a confidential relationship between parties and allows for the secure exchange of sensitive information during negotiations, partnerships, or investments. Standard, downloaded NDAs often fail to provide adequate protection because they do not account for the specifics of Georgian law or specific business needs. A professional NDA clearly defines what constitutes a secret, permitted uses, and the penalties for breach. This service covers drafting both unilateral (One-way) and mutual NDAs for relationships with investors, contractors, partners, and suppliers.

What Does This Service Cover?

Lawyers on Legal.ge offer tailored solutions:

  • Needs Analysis: Determining information flow direction (unilateral vs. mutual).
  • Definition of Confidential Info: precise listing of what is secret (finances, code, clients) and what is not (public info).
  • Exclusions: Circumstances where disclosure is permitted (e.g., court order).
  • Duration: How long the obligation lasts after the relationship ends.
  • Penalty Clauses: Effective mechanisms (liquidated damages) to deter breaches.
  • Jurisdiction: Determining applicable law and dispute resolution venue.

Real-World Scenarios Where You Need This Service

NDAs are essential at almost any business stage:

  • Startup Pitch: Showing your idea and business plan to an investor.
  • Hiring Freelancers: Giving a developer or designer access to internal systems.
  • Selling a Business (Due Diligence): Showing financial records to a potential buyer.
  • New Partnership: Two companies sharing tech know-how to build a joint product.

Georgian Legal Framework and Regulations

NDAs are based on the principle of freedom of contract under the Civil Code of Georgia. The Code allows for penalties, but they must be reasonable to be upheld by a court. The Law on Entrepreneurs and Civil Code articles on trade secrets are also relevant. A properly drafted NDA must align with these norms to be enforceable.

Service Process Step-by-Step

Drafting is simple and fast:

  1. Consultation: Clarifying the deal's nature.
  2. Drafting: Preparing the initial version.
  3. Review: Incorporating client feedback.
  4. Negotiation: Aligning terms with the counterparty if needed.
  5. Signing: Finalizing the document.

Why Choose Legal.ge?

Template NDAs often fail in court. On Legal.ge, you will find lawyers who draft agreements that actually protect you. Our specialists ensure your secrets remain secret.

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