NDA in Chile: Template, Key Clauses and Local Law (2026)

How Chile treats an NDA A non-disclosure agreement (NDA), or acuerdo de confidencialidad, is a contract in which one or both parties promise to keep information secret and use it only for an agreed purpose. Chile has no single NDA statute. An NDA is enforced under the general freedom of contract in the Codigo Civil, where a lawfully formed contract binds the parties as if it were law between them (the principle in Article 1545). Two other sources support it: the law on unfair competition (Law 20.169), which treats the wrongful acquisition or disclosure of a business secret as an act of unfair competition, and, in employment, the worker's duty of good faith under the Codigo del Trabajo. Together these give an NDA a solid basis, provided it is drafted clearly. ## Commercial NDA or employment NDA Distinguish the settings. A commercial NDA between companies, for a deal or a supply relationship, rests on contract freedom and the unfair-competition law. An employment NDA, protecting the employer's confidential information, rests on contract plus the employee's good-faith duty. A separate question is the post-employment non-compete, which is treated cautiously in Chile because it restricts the constitutional freedom to work and is generally enforceable only where it is reasonable in scope, time, and geography and, in practice, supported by compensation. Keep confidentiality and any non-compete in separate clauses. ## The clauses that matter Definition of confidential information. Define the protected information specifically, by category and example, and exclude information that is public, independently developed, or lawfully obtained elsewhere. A precise definition is what makes the obligation enforceable and aligns it with the idea of a protectable business secret. Purpose and permitted use. State the single purpose and prohibit every other use. Obligations. Require reasonable protective measures, access on a need-to-know basis, and no onward disclosure beyond the purpose. Duration. Set how long the duty lasts, both during the relationship and for a defined period afterward; two years after the end is common in Chilean practice, while genuine secrets can be protected for longer. Return or destruction. Require return or destruction of the information at the end, within a stated time, with written confirmation. Remedies. Provide for damages and for precautionary measures (medidas precautorias) to stop ongoing disclosure, and note the backing of the unfair-competition law where a business secret is misused. Governing law and forum. For Chilean parties and information, Chilean law and a Chilean court or arbitration keep enforcement direct. ## Sample wording > Confidential Information means all non-public information disclosed by the Disclosing Party, in any form, that is identified as confidential or that a reasonable person would understand to be confidential, including business plans, pricing, technical data, and know-how. It excludes information that is or becomes public without breach, was lawfully known before disclosure, or is independently developed without use of the Confidential Information. > The Receiving Party shall use the Confidential Information solely for the Purpose, shall protect it with reasonable measures, shall limit access to persons who need it and are bound by equivalent obligations, and shall not disclose it to any third party without prior written consent. This obligation continues during the relationship and for two (2) years after it ends, and for longer for information that remains a protectable business secret. Adapt these to your situation and confirm the current law; they are a starting point, not legal advice. ## Red flags to avoid Watch for an overbroad definition that claims everything is confidential, which weakens enforcement. Watch for a confidentiality clause that is really a disguised, unreasonably wide non-compete, which Chilean courts treat cautiously. Watch for a missing carve-out for disclosure required by law or court order. And watch for silence on return or destruction, which leaves copies of your information in the other side's hands. ## Practical steps when sharing information An NDA works best when the handling around it is disciplined. Mark genuinely confidential material as confidential, so there is no later argument about what was covered. Share on a need-to-know basis and keep a simple record of who received what, which both limits exposure and helps prove misuse if a dispute arises, something that matters because a court granting a precautionary measure will want the secret character of the information shown. Keep reasonable technical measures in place, such as access controls and secure storage, since the unfair-competition law protects a business secret most readily where the owner has guarded it. When the relationship ends, run the return-or-destruction step within the agreed time and obtain written confirmation, rather than leaving copies in systems you no longer control. ## Keeping confidentiality consistent across contracts Few companies sign a single NDA; they accumulate many, plus confidentiality clauses inside larger service and employment contracts, each with its own definition and duration. The practical risk is losing track of who is bound to what and when each duty ends, so confidentiality becomes inconsistent in practice even when each document is sound on its own. That is the idea behind a single contract workspace. Adira brings drafting, a per-clause risk view, version history, and key-date tracking into one place, tuned to how your company contracts, so a confidentiality obligation is drafted, reviewed, and tracked consistently rather than scattered across files. Adira is India-first today, with other jurisdictions on its roadmap, so Chile-specific depth should be treated as developing, and local enforcement points confirmed with Chilean counsel. This article is general information, not legal advice. For a specific NDA in Chile, confirm the current position under the Codigo Civil, Law 20.169, and the Codigo del Trabajo with a qualified Chilean lawyer.