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Mutual non-disclosure agreement (NDA) (Italy)

Italiano
Italy
Contract
Business
Print & sign
2 pages · 0 sold

Published byDocMuse

This document is in Italian

The PDF you download is in Italian — that is the language it has to be filed in, so it is not translated. Everything on this page is here to tell you what it says.

For two businesses or professionals in Italy exchanging confidential information before working together, selling or investing: an Italian mutual NDA setting out the purpose of the exchange, what is and is not confidential, permitted use, the staff and advisers allowed to see it, return of the information, how long it lasts after the talks and a penalty with its specific approval (arts. 1341–1342 of the Italian Civil Code). It refers to the protection of trade secrets (arts. 98–99 of the Italian Industrial Property Code). Signed in two copies or digitally.

  • Made for use in Italy
  • Last updated October 14, 2026

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When to use this document

  • Before discussing a partnership with a company in Italy, you want it to keep your data secret.
  • You are about to show a possible partner in Italy your prices, customers or technical drawings.
  • An investor wants to see your company's accounts and you want both sides bound to silence.
  • You need a mutual non-disclosure agreement before negotiations start.

What you fill in

The details the document asks for.

  • First party
  • First party's address
  • First party's codice fiscale or VAT number (Italian tax code)
  • First party's representative
  • Second party
  • Second party's address
  • Second party's codice fiscale or VAT number (Italian tax code)
  • Second party's representative
  • Purpose
  • Scope of confidentiality
  • Confidentiality period after talks end
  • Penalty
  • Penalty in words
  • City
  • Date

Common questions

Can an Italian court reduce the penalty in a non-disclosure agreement?
Yes. If the penalty is manifestly excessive, or the obligation was partly performed, the court may reduce it on equitable grounds (art. 1384 of the Italian Civil Code), even if the party in breach does not ask, as the Joint Divisions of the Italian Supreme Court held in 2005. It is therefore wise to set an amount in proportion to the harm a disclosure could cause. The document also allows further damages, which must however be proved.
What does an Italian NDA add to the protection of trade secrets?
The Italian Industrial Property Code protects as trade secrets information that is secret, has economic value and is subject to reasonable measures to keep it secret (art. 98 of Legislative Decree 30/2005). The agreement is one of those measures and also binds the other side for information that is not a trade secret, with the penalty and the duty to return. It does not protect what is already public or what the other party develops on its own.
Does signing an NDA in Italy oblige the parties to close the deal?
No. The agreement only governs the use of the information exchanged: it grants no licence and does not oblige anyone to sign the final contract. Each party remains free to break off the talks, but must act in good faith (art. 1337 of the Italian Civil Code), for instance by not keeping them open after deciding not to proceed. The confidentiality duties continue after the talks end, for the period the parties set in the document.

How you can sign this document

  • Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
  • Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked

DocMuse sells documents, not legal advice. Acceptance always depends on the recipient's rules and your local law.

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