{"id":6511,"date":"2026-08-03T21:14:57","date_gmt":"2026-08-03T18:14:57","guid":{"rendered":"https:\/\/uhmu.fi\/?p=6511"},"modified":"2026-09-14T10:04:49","modified_gmt":"2026-09-14T07:04:49","slug":"non-disclosure-agreement-finland","status":"publish","type":"post","link":"https:\/\/uhmu.fi\/en\/contract-law\/non-disclosure-agreement-finland\/","title":{"rendered":"Non-disclosure agreements (NDAs) in Finland"},"content":{"rendered":"\t\t
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At a glance<\/div>\r\n

A non-disclosure agreement (NDA) sets out how confidential information may be used and who may receive it. It is particularly useful when you share information with a potential business partner before signing a wider agreement.<\/p>\r\n

If your business is preparing an NDA for use in Finland, or has been asked to sign one, check what information it protects, how that information may be used and what happens if the agreement is breached. This guide explains the main clauses, the limits of a generic template and what to consider when using an English-language NDA under Finnish law.<\/p>\r\n <\/div>\r\n\r\n

What an NDA is and when it is needed<\/h2>\r\n

An NDA may be one-way<\/strong> (unilateral), where one party shares information and the other agrees to protect it, or mutual<\/strong>, where both parties share and protect each other\u2019s information. If more than two parties are involved, such as in a consortium, an EU project or a Business Finland joint project, a multilateral agreement can cover them all.<\/p>\r\n

Typical situations include acquisition negotiations and due diligence, subcontracting and pilot projects, product-development and software cooperation, engaging a consultant or freelancer before the main agreement, and giving a system supplier access to company data.<\/p>\r\n

Timing follows a simple rule that is often missed: sign the agreement before any confidential information is disclosed.<\/strong> An NDA signed afterwards does not automatically cover what has already been said, even though the negotiation stage is usually when the most information is shared.<\/p>\r\n

Investor expectations can differ. An NDA is common during due diligence, but investors may decline to sign one at the initial pitch stage. Keep sensitive information that is central to your competitive advantage out of early pitch materials unless suitable protection is in place.<\/p>\r\n

Finnish law also protects trade secrets without an NDA. The Trade Secrets Act prohibits their unlawful acquisition, use and disclosure. To qualify for protection, the information must meet the statutory definition of a trade secret, including the requirement that its holder has taken reasonable steps to keep it secret.<\/p>\r\n

An NDA can protect a wider range of confidential information, help demonstrate that your business has taken protective steps and provide for a contractual penalty. The evidence needed in a dispute depends on the remedy being sought.<\/p>\r\n

Employment is a separate area and is not covered by this article. For that context, see the guides to an employee\u2019s duty of confidentiality (in Finnish)<\/a> and a separate NDA in employment (in Finnish)<\/a>.<\/p>\r\n\r\n

What should a business NDA include?<\/h2>\r\n

Definition of confidential information.<\/strong> Two opposite errors are common. \u201cAll information exchanged between the parties\u201d is so broad that it is difficult to supervise and may be subject to adjustment as unreasonable. An exhaustive list, in turn, leaves gaps as soon as the cooperation expands. A workable definition combines three layers: information categories (such as pricing, customer data, technical documentation and source code), a marking practice (\u201cConfidential\u201d on written material), and written confirmation within an agreed period for information disclosed orally.<\/p>\r\n

Permitted use.<\/strong> Keeping information confidential and restricting its use are separate issues. A clause that only prohibits disclosure may leave its use insufficiently restricted. State exactly what the receiving party may use the information for, such as \u201cevaluating a potential business partnership\u201d or \u201ccarrying out the X-system integration project\u201d.<\/p>\r\n

Permitted recipients.<\/strong> Specify who else may receive the information. This usually includes employees and advisers who need it for their work. Set out their confidentiality obligations and the receiving party\u2019s responsibility for their compliance.<\/p>\r\n

Standard exclusions.<\/strong> Define when information falls outside the obligation, for example because it is already lawfully known to the recipient, becomes public without a breach, is independently developed or is lawfully received from a third party without a confidentiality restriction. Deal separately with disclosure required by law or a competent authority: only the necessary information should be disclosed, with advance notice where legally permitted. Mandatory statutory protections, including protection for certain disclosures in the public interest, must also be respected.<\/p>\r\n

Duration.<\/strong> Choose the period to match how long the information needs protection. A fixed period, such as two to five years from disclosure, may suit some commercial information. For critical information, such as a manufacturing process, algorithm or recipe, protection may need to continue for as long as the information remains secret. Do not allow the recipient to end its obligation by making the information public in breach of the agreement. Under Finnish law, an unreasonable term may be adjusted or set aside; the agreement and circumstances are assessed as a whole.<\/p>\r\n

Contractual penalty.<\/strong> The financial loss caused by a confidentiality breach can be difficult to quantify. A contractual penalty can provide an agreed financial consequence without requiring you to prove the amount of that loss. Its amount and the circumstances in which it becomes payable should be clearly defined. If you also want to claim damages exceeding the penalty, address that expressly in the agreement. See the guide to breach of contract (in Finnish)<\/a> for further discussion of penalty clauses and their possible adjustment.<\/p>\r\n

Return and destruction.<\/strong> Provide for returning or destroying material on request, with written confirmation of destruction. Address any legally required retention and routine backups, including continued confidentiality for retained copies.<\/p>\r\n

Governing law and dispute resolution.<\/strong> A short clause may suffice between Finnish parties; it is essential in an international situation.<\/p>\r\n\r\n

Can you use a free NDA template in Finland?<\/h2>\r\n

Free NDA templates are plentiful online, and four problems recur. Many are translated from Anglo-American templates and contain terms or concepts that do not match Finnish contract law or procedure. The definition of information is generic\u2014either all-encompassing or a list that does not match your information. The contractual penalty is missing or is a number guessed by the template author, with no connection to the value protected. Finally, a unilateral template is used for a mutual situation, leaving the other party\u2019s own information unprotected.<\/p>\r\n

When assessing a template, check the parties and the direction in which information flows; the definition of information and marking practice; the permitted purpose and recipients; exclusions; duration; remedies for breach, including whether a contractual penalty is appropriate; return obligations; and governing law. A missing or unclear provision is a reason to review the agreement, not proof that it is automatically invalid. A contractual penalty is a drafting choice, not a legal requirement for a valid NDA.<\/p>\r\n

If your template predates the Trade Secrets Act of 2018, have it reviewed against the current legal framework and the way your business now shares information.<\/p>\r\n\r\n

Using an English-language NDA under Finnish law<\/h2>\r\n

An NDA is called a salassapitosopimus<\/em> in Finnish. In English, both \u201cnon-disclosure agreement\u201d and \u201cconfidentiality agreement\u201d are common. The agreement may refer to the party sharing information as the \u201cdisclosing party\u201d and the other as the \u201creceiving party\u201d.<\/p>\r\n

The language choice is practical. Between Finnish parties, Finnish is often the sensible language, so that both understand their commitment. In an international situation, an English agreement should expressly state the governing law. If an agreement is bilingual, it should also state which language version prevails in the event of a discrepancy.<\/p>\r\n\r\n

NDA drafting and review: fees and scope<\/h2>\r\n

I draft NDAs from \u20ac350 plus VAT. We agree on a fixed fee once the scope is clear, and confirm the timetable before work begins. Drafting includes one agreed round of comments and the finalised document. Reviews of existing agreements are priced separately.<\/p>\r\n

I can help with:<\/p>\r\n