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

What an NDA is under Israeli law A non-disclosure agreement in Israel is a contract in which one or both parties promise to protect information they receive and to use it only for an agreed purpose. It rests on two bodies of law. The first is general contract law, the Contracts (General Part) Law and the remedies law, which make a lawful NDA binding and give damages and other remedies for breach. The second is the Commercial Torts Law of 1999, which is the core statute protecting trade secrets in Israel. An NDA in Israel therefore both creates contractual duties and supports trade secret protection, because the Commercial Torts Law protects information only where the owner keeps it secret by reasonable means, and an NDA is one of those means. ## The core rules that shape an Israeli NDA Trade secrets under the Commercial Torts Law. The Act protects business information of any kind that is not in the public domain, is not easily discoverable by others, gives its owner a business advantage, and is kept secret by reasonable measures. Misappropriation of a trade secret is a civil wrong with remedies including damages and injunctions. Reverse engineering of a lawfully obtained product is generally permitted, which is a limit on how far protection reaches. Contractual freedom. Beyond the statutory trade secret floor, the parties can agree broader confidentiality duties by contract. The NDA defines what is confidential, the permitted purpose, and how long the duty lasts. Damages tied to loss. Israeli courts generally expect a claimant to connect the damages claimed from a breach to demonstrable harm, so a well drafted NDA helps by defining the obligations clearly and, where appropriate, agreeing remedies. Data protection. Where the shared information includes personal data, Israel data protection regime (the Privacy Protection Law and its regulations, recently updated) applies, so an NDA that moves personal data should align with those duties. Confirm the current requirements. Restraints read narrowly. Israeli courts read confidentiality and non-compete restraints against a background of freedom of occupation, so overbroad clauses may be cut down. ## Mutual or one-way, and what an NDA cannot do Decide first whether the NDA is one-way or mutual. A partnership, joint venture or acquisition discussion usually needs a mutual agreement because information flows both ways; a one-sided pitch may justify a one-way obligation. A lopsided document is the most common reason a counterparty refuses to sign. Be realistic about what an NDA reaches. It binds the parties and the people they allow to see the information, and it supports a trade secret claim under the Commercial Torts Law, but it cannot stop a competitor who independently develops the same idea, and under the trade secret regime it cannot treat reverse engineering of a lawfully obtained product as a breach unless the parties expressly agree otherwise. Nor can it revive secrecy once the information is genuinely public, which is why the carve-outs matter. Because Israeli courts read restraints narrowly against the background of freedom of occupation, an NDA that reaches too far risks being trimmed, while one tied to a genuine business need and backed by real security measures holds up. The agreement is strongest when it claims only what it can actually enforce and is matched by the care you take with the information day to day. ## A usable template Adapt to your facts and have an Israeli lawyer review it where the stakes are high. NON-DISCLOSURE AGREEMENT 1. Parties. [Disclosing party] and [Receiving party]. [State if mutual.] 2. Purpose. The information is shared only to [evaluate / perform ...]. 3. Confidential information. Defined as [non-public business, technical, financial and commercial information in any form], with the carve-outs below. 4. Exclusions. Information that is public through no fault of the receiver, already lawfully held, independently developed, or lawfully received from a third party. 5. Obligations. Keep the information secret, use it only for the Purpose, limit access to those who need it and are bound by equivalent duties, and apply reasonable security measures. 6. Personal data. Where the information includes personal data, process it only for the Purpose and in line with the Privacy Protection Law and its regulations. 7. Term. Confidentiality lasts [term]; trade secrets stay protected for as long as the information remains secret. 8. Return or destruction. On request or at the end, return or destroy the information and copies. 9. Remedies. Breach entitles the disclosing party to damages and injunctive relief. 10. Governing law and jurisdiction. Israeli law; courts of [city]. Signatures and date. ## A short walk through the key clauses Definition of confidential information decides most disputes. Tie it to the purpose and avoid a definition so wide a court will trim it. Personal data deserves its own clause whenever personal information changes hands, because the Privacy Protection Law duties sit on top of the contract. Term and remedies should separate ordinary confidential information, which can have a fixed period, from trade secrets, which remain protected under the Commercial Torts Law while they stay secret, and should set out the remedies realistically. ## Red flags to check before signing - A vague definition of confidential information that protects nothing or claims to cover everything.

• No carve-outs for public, pre-held or independently developed information.
• Personal data flowing with no reference to the Privacy Protection Law.
• Treating reverse engineering as a breach when the statute generally permits it for lawfully obtained products.
• An overbroad confidentiality or non-compete clause that an Israeli court may cut down. ## Keeping the NDA under control after signing An NDA is only as good as the care you take after signing: who received what, for what purpose, for how long, and when information must be returned or destroyed. Across many counterparties these obligations scatter quickly. Drafting the NDA from a clear template, checking that the definition and carve-outs are sound and that personal data is handled under the Privacy Protection Law, and keeping the terms and return dates in one place can sit in a single AI workspace tuned to how your company shares information. Adira is built around that idea: it drafts from a template, models the contract as linked clauses so it can flag a weak definition or a missing data clause, and keeps obligations and dates together. Adira is India-first today, with jurisdiction set per contract and an international mode for others; deep, verified coverage of Israeli law is on its roadmap rather than established, so treat Israel specific output as a draft for an Israeli lawyer to confirm. This page is general information, not legal advice. Israeli rules change, so confirm the current position for your situation.