NDAs: Essential Shields for Trade Secrets in Poland's Data-Driven Economy

In today's competitive landscape, proactive secret management isn't optional - it's a strategic edge. Non-disclosure agreements (NDAs) have become a popular tool in Poland to protect trade secrets and confidential information, especially for IT companies sharing code, algorithms, or strategies.
 
An NDA is a contract where parties agree to keep each other's confidential information secret. It can be unilateral (one party discloses) or bilateral (mutual exchange). The goal: prevent leaks and unauthorized use by third parties.

Signing one with a business partner clarifies obligations, even without close cooperation - like when planning a proof-of-concept (POC). While not legally required, it strengthens enforceability.
 
Are NDAs Legally Required?

No, Polish law doesn't mandate NDAs for disclosing information to partners. Baseline protection exists under the Act on Combating Unfair Competition. However, NDAs are essential to prove you've taken "reasonable steps" to safeguard secrets (Article 11), or protection may fail in court - critical for Polish IT firms sharing client data or tech.
 
For Polish IT companies, NDAs are standard practice alongside statutory protections, clarifying scope, duration, and penalties while enabling remedies like damages or injunctions under the Act. This is particularly vital in cross-border deals with foreign clients.
 
Legal Protection Framework

Article 11 of the Act on Combating Unfair Competition is the cornerstone of trade secret protection in Poland, prohibiting the unlawful acquisition, disclosure, or use of such information. Following the 2018 amendment implementing Directive (EU) 2016/943, a trade secret is defined as confidential information with commercial value – such as technical know‑how, client lists, or business strategies – in respect of which the holder has taken reasonable steps to keep it confidential, for example through NDAs or access controls.
 
The provision applies broadly, including to business partners who obtain the information unlawfully or in breach of contractual or statutory duties, and it gives rise to civil remedies such as injunctions, damages, or restitution. Criminal liability is provided separately in Article 23 of the Act, which foresees a fine, restriction of liberty, or imprisonment for up to two years in cases of unlawful disclosure causing significant damage.
 
Article 11 covers employees, contractors, business partners and other third parties who knew, or ought to have known, that the information was obtained unlawfully, including through hacking, unauthorized copying of files, or breach of contract. Certain behaviors are excluded from the notion of unlawful acquisition, use, or disclosure, in particular independent discovery, reverse engineering of lawfully acquired products made available to the public, and lawful testing.
 
Victims may seek prompt civil relief, including injunctions to cease use or disclosure, orders for the destruction or delivery‑up of infringing materials, compensation for loss (actual damage or lost profits), recovery of unjust enrichment, or publication of the judgment. Criminal penalties for serious violations include fines, restriction of liberty, or imprisonment for up to two years where the disclosure of a trade secret causes substantial harm
 
When NDAs Are Highly Advisable

For Polish IT companies, use NDAs when:
 

• Sharing source code, algorithms, architecture, prototypes, or technical data.
• Disclosing customer data, analytics, financials, roadmaps, or strategies.
• Discussing innovations during POCs or early talks.

 
This provides clear grounds for claims under Polish/EU law.
 
Key NDA Elements Under Polish Law
 

• Parties: Clearly identify disclosing and receiving parties.
• Confidential Info: Define scope (technical/organizational data with economic value, not public).
• Exclusions: Public info, prior knowledge, or legally required disclosures.
• Duration: Ties to cooperation, often 2+ years post-term.
• Penalty Clause: Predefined compensation for breaches is preferable - proving exact damages is tough.

 
Action Steps for Compliance:

NDAs are standard in Poland and are not mere formalities. Before sharing sensitive information (such as technical details, source code, or processes):
 

• Audit and label confidential data.
• Embed NDAs in contracts and train staff on their importance.
• Monitor for leaks and document all protective measures as evidence for potential court proceedings.

 
All these steps are crucial to deter potential infringers. The best tactic is to rely on dual protection: the NDA contract and the Act on Combating Unfair Competition.

In Poland’s data-driven market, proactive trade secret management provides a real competitive advantage.