Mutual non-disclosure agreement — NDA (Austria)
Published byDocMuse
This document is in German
The PDF you download is in German — 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.
A mutual non-disclosure agreement (NDA) for talks between businesses in Austria about a cooperation, a project, a licence or an acquisition. It rests on the protection of trade secrets in §§ 26a ff. of the Austrian Unfair Competition Act (UWG): the purpose, what counts as confidential, disclosure only to those who need it, an express ban on reverse engineering samples and prototypes, return and deletion, the term after the talks end and an optional contractual penalty. Both parties are named with their company register number. In German, ready to print and sign.
What you fill in
The details the document asks for.
- First party
- First party's address
- First party's register court and number (if registered)
- First party's representative
- Second party
- Second party's address
- Second party's register court and number (if registered)
- Second party's representative
- Purpose
- Scope of confidentiality
- Confidentiality period after talks end
- Contractual penalty: agreed or not
- Contractual penalty per breach, in euros (leave empty if none is agreed)
- City
- Date
Preview
This document is produced for you. Your answers are typed into it and the finished PDF is yours to keep.
Common questions
- When is information protected as a trade secret in Austria?
- Under § 26b UWG only if it is secret, has commercial value because it is secret, and its holder has taken reasonable steps to keep it secret. What is reasonable depends on the information, the industry and the size of the business; agreements with business partners count. Without such steps, the claims under §§ 26a ff. UWG fail in a dispute. This agreement is one such step, but it does not replace protection within your own business.
- Why does the agreement expressly exclude reverse engineering under Austrian law?
- Because the UWG allows a trade secret to be acquired by observing, studying, disassembling or testing a product that has been made available to the public or is lawfully in one's possession — unless one is under a duty not to. Anyone handing over samples, prototypes or software therefore needs that duty in the contract; clause 3, item 4 of the agreement contains it. Without it, the other side could lawfully examine what it was given.
- Does a non-disclosure agreement in Austria have to be signed, and what is the contractual penalty for?
- No form is prescribed by law; it is signed as evidence, on paper or with a qualified electronic signature, for instance with ID Austria. A contractual penalty (§ 1336 ABGB) is payable on a breach without proof of loss; whether the parties agree one, and how high, is their choice. Whether a court can reduce an agreed penalty between businesses depends on the case. The injured party may also demand that the breach stop and claim a higher loss.
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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