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

The short answer A non-disclosure agreement (NDA) in Romania is a contract in which one or both parties agree to keep shared information confidential and use it only for an agreed purpose. Romania has no standalone NDA statute. The agreement rests on freedom of contract under the Civil Code, and it is reinforced by the trade-secret protection in the law on unfair competition (Law no. 11/1991) and the Government ordinance that transposes the EU Trade Secrets Directive (2016/943). Certain disclosures can also engage the Criminal Code. A well drafted NDA binds the other side contractually and helps show the reasonable protective measures the law requires before trade-secret protection applies. ## What law governs an NDA There are two layers. The contractual layer is the NDA itself, enforceable under the Civil Code, so breach can lead to damages and, where agreed, a contractual penalty. The statutory layer is the trade-secret regime: Law no. 11/1991 on combating unfair competition, as amended to implement the EU Trade Secrets Directive. A trade secret must be secret, have commercial value because it is secret, and be subject to reasonable steps by its owner to keep it secret. Disclosing, acquiring or using a trade secret contrary to honest practice can give rise to civil liability, administrative (contravention) liability and, in some cases, criminal liability. Remedies include an injunction to stop the use or disclosure and a claim for damages. The reasonable-measures requirement is why the NDA matters beyond its own words: it is evidence that the owner took the steps the law expects. ## The clauses that matter most Definition of confidential information. Say what is covered. A common approach protects all non-public information disclosed for the purpose, marked or not, with clear examples. Avoid definitions that are too narrow or impossibly broad. Purpose. State why the information is shared, for example to evaluate a deal or run a project. Use beyond that purpose is a breach. Exclusions. Carve out information that is public, already known, independently developed, or lawfully obtained from a third party, and disclosures required by law or a court. Obligations. Keep the information secret, limit access to those who need it and are bound by equivalent duties, and use it only for the purpose. Term and survival. Set how long the duty lasts, and let confidentiality survive the end of the main relationship. Genuine trade secrets can be protected for as long as they stay secret. Return or destruction. On request or at the end, return or destroy the material and copies, with written confirmation. Remedies. Confirm the right to an injunction and damages, and consider a contractual penalty, which a court can moderate if excessive. Governing law and jurisdiction. For a Romanian deal, choose Romanian law and a Romanian court, with the contract in Romanian or bilingual. ## One-way or mutual Use a one-way NDA where only one side discloses and a mutual NDA where both will share. Match the structure to the real flow of information so neither side is left unprotected. ## A simple template outline A sound Romanian NDA runs in this order: parties; recitals and purpose; definition of confidential information; obligations of the recipient; exclusions; permitted disclosures; term and survival; return or destruction; remedies, including injunction and any penalty; no grant of rights beyond the purpose; and governing law and jurisdiction. ## Common mistakes and red flags The most common weakness is signing the NDA and taking no further steps, so the owner cannot show the reasonable protective measures the law expects, such as limiting access and marking sensitive material. A vague purpose clause is a second problem, because it lets almost any use be argued as permitted. Forgetting a survival clause is a third, so the duty lapses with the main contract. For employee NDAs, obligations reaching well beyond the end of the job should be checked against the limits on post-employment restraints. Keep the definition precise, the purpose tight and the survival explicit, and back the paper with real security habits. ## Penalty clauses and proving loss A practical question with any Romanian NDA is what happens, in money terms, when it is breached. The Civil Code allows the parties to agree a penalty clause (clauza penala), a pre-agreed sum payable on breach, which spares the injured party from having to prove the exact loss, something that is often very hard with leaked confidential information. A well drafted penalty clause can therefore make an NDA far more useful than a bare promise of damages. The trade-off is that a court can reduce a penalty it considers manifestly excessive compared with the real harm, so a figure that bears some relationship to the likely damage is more likely to stand. Even with a penalty clause, it is worth preserving the right to an injunction to stop ongoing disclosure and the right to claim actual damages where they exceed the penalty, if the clause is drafted to allow it. For the disclosing party, the combination that works best is usually a reasonable penalty for clear breaches, an express right to injunctive relief, and the statutory trade-secret remedies in the background. For the receiving party, the thing to check is that the penalty is proportionate and does not turn an ordinary commercial exchange into an open-ended liability. This page is general information, not legal advice. Laws change and the right answer depends on your facts, so confirm the current position with a qualified lawyer in the relevant jurisdiction before you sign. ## Keeping confidentiality in one place Underneath the wording sits a practical problem. An NDA is only as strong as the records around it. Which version did each party sign, what was the purpose, when does the duty expire, and did the other side return or destroy the material. When signed PDFs and drafts live across inboxes and drives, those answers get hard to find, and the law here rewards the party that can show reasonable steps to keep information secret. Drafting the NDA, reviewing its scope and carve-outs, keeping versions straight and tracking its survival period are the same job, and it is easier when it lives in one workspace rather than across five disconnected tools. That single-workspace idea is what Adira is built around: draft, understand, edit, track and govern a contract in one place, tuned to how your company works. Adira is India-first today, with other jurisdictions on its roadmap, so for Romanian-specific confidentiality and trade-secret law you should still rely on local counsel and local templates. The point worth taking from this page is the direction: confidentiality you can rely on is confidentiality you can prove, from one place, with its dates in view.