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

What an NDA in Mexico is A non-disclosure agreement in Mexico, often called an acuerdo de confidencialidad, is a contract in which one or both parties promise to keep shared information secret and to use it only for an agreed purpose. It can be one way, where only one side discloses, or mutual, where both do. In Mexico confidentiality agreements are generally enforceable, and they sit on top of a specific trade secret law, which makes them stronger than a bare promise. This page is general information, not legal advice. For a deal that matters, have a Mexican lawyer confirm the drafting and the current statute references. ## What local law requires The trade secret law. The Federal Law for the Protection of Industrial Property (Ley Federal de Proteccion a la Propiedad Industrial, or LFPPI) came into force in November 2020 and replaced the older industrial property law, partly to meet Mexico's commitments under the USMCA trade agreement. It defines and protects trade secrets. In broad terms, a trade secret is information of industrial or commercial application that a person keeps confidential, that gives a competitive or economic advantage, and for which the holder has taken reasonable means to keep it secret. The exact article number has been cited differently by different sources, so confirm the current article in the official text before quoting it. Why the NDA still matters. The statute protects trade secrets, but a written NDA does three things the statute alone does not. It records that the information was shared in confidence, it defines what counts as confidential for this relationship, and it sets the purpose, the duration and the remedies. The reasonable steps to keep information secret, which the law expects, include having signed confidentiality agreements. So the NDA is both a contract and evidence that you took the protection the law rewards. Labor overlay. For employees, the Federal Labor Law places a duty on workers to keep the employer's technical, commercial and manufacturing secrets, and that duty can survive the end of employment. An NDA with staff reinforces this statutory duty. Non-compete caution. Do not try to turn an NDA into a non-compete. Broad covenants that stop a former worker from competing or from soliciting customers are generally unenforceable in Mexico, because the constitution protects the freedom to work. A confidentiality clause is enforceable; a disguised non-compete is not. Enforcement. The industrial property authority (IMPI) handles administrative actions for trade secret violations and can order measures and fines, while civil courts handle claims for damages. Criminal liability can also arise for disclosure of a trade secret in certain cases. ## A simple mutual NDA structure you can adapt ```

CONFIDENTIALITY AGREEMENT (Acuerdo de Confidencialidad) Between [Party A, RFC, address] and [Party B, RFC, address] 1. PURPOSE The parties will share information to [describe the purpose, for example evaluating a possible commercial relationship]. 2. CONFIDENTIAL INFORMATION All non-public information disclosed in any form and marked or reasonably understood as confidential, including trade secrets as defined by the Federal Law for the Protection of Industrial Property. 3. OBLIGATIONS Each party will keep the other's confidential information secret, use it only for the Purpose, limit access to people who need it and are bound by confidentiality, and apply reasonable security measures. 4. EXCLUSIONS Information that is public, already known, independently developed, or lawfully received from a third party is not confidential. 5. TERM Obligations last during the relationship and for [number] years after, and for trade secrets, for as long as they remain secret. 6. RETURN OR DESTRUCTION On request, each party returns or destroys the other's information. 7. REMEDIES AND LAW Breach may be pursued before IMPI and the civil courts. Governed by Mexican law. Signed in [place] on [date]. Party A ______________ Party B ______________

- Using the NDA to impose a non-compete. That part is likely unenforceable in Mexico.
- No marking or access controls in practice. The law rewards holders who actually protect their secrets.
- No governing law or forum, which leaves enforcement uncertain.
- An English-only NDA meant to be enforced in Mexico. A Spanish or bilingual version is safer for Mexican authorities and courts. ## A short checklist before you sign - Define a narrow purpose and tie the definition of confidential information to the LFPPI trade-secret concept.
- Decide whether the NDA is one way or mutual, and make the obligations match the real flow of information.
- Commit to reasonable safeguards, such as access limits and marking, and then actually apply them, because the law protects secrets the holder guards.
- Keep confidentiality and non-compete separate, and do not rely on a broad restraint on competition, which is generally unenforceable in Mexico.
- Set a clear term for ordinary information and keep trade-secret protection running while the information stays secret.
- Name the enforcement routes, IMPI for administrative measures and the civil courts for damages, and choose Mexican governing law.
- Keep a Spanish or bilingual version if the NDA may be enforced in Mexico, and have a local lawyer check the article references. ## Where this sits with your other contracts An NDA is usually the first document in a deal and then it is forgotten until something goes wrong. By then the questions are practical: which version did we sign, what was the purpose, when does it expire, and does it match the trade secret protection the law expects. Keeping the NDA findable and current is the real work. That is the same problem across every contract a company signs, in each country it operates in. Drafting from a reliable structure, catching a definition that is too broad or a clause that will not hold locally, editing a term in plain language, and holding every version with its date can live in one AI workspace tuned to how your company contracts. [Adira](https://adiralaw.com) is built around that single workspace idea. It is deepest in Indian corporate law today, and Mexico-specific depth is on its roadmap rather than a finished feature, so a Mexican NDA still needs the law above and local advice. The idea to keep is that contracts are easier to trust when drafting, review, editing and version history live in one place.