Are NDAs legally binding in Germany? A guide for employers [2025]

When you’re hiring in Germany, whether your workforce will be comprised of independent contractors, full-time employees, or both, you likely intend to rely on non-disclosure agreements (NDAs) to protect sensitive information that could harm your company should it become public.

As elsewhere in the world, including Canada, France, and the UK, German lawmakers have kept a close eye on employers who intend to misuse non-disclosure agreements to silence whistleblowers. We’ll discuss this in further detail later.

All of this has employers asking: Can you enforce an NDA in Germany? And, how can you use non-disclosure agreements to protect your company and its employees? This guide will answer these and other questions.

(Note: This guide is for informational purposes only and is not intended to provide legal advice.)

What is an NDA?

Although the best way to ensure sensitive information remains confidential is to keep it to yourself, at times, you need to disclose it to others. You might find yourself in this situation when you’re negotiating with a potential new partner, bringing an attorney or financial advisor on board, or hiring a new employee.

The party you share the information with, be it trade secrets or intellectual property, agrees not to share the info with any third parties for a specified amount of time by signing an NDA. This is a legally binding contract that protects confidential information. If it’s breached and confidential information is shared with a third party, the violating party will face serious legal consequences.

Something else to keep in mind: In July 2023, the German Whistleblower Protection Act came into effect. It is designed to protect whistleblowers from retaliation by their employers and it obliged all companies with at least 50 employees to establish internal reporting channels.

Are NDAs enforceable in Germany?

Yes, NDAs are enforceable in Germany. German courts have a surprisingly straightforward system for NDAs (considering they’re a nation well known for having a complex bureaucracy). Here are a few more pieces of information you should be aware of:

• The rules surrounding NDAs are different if you’re negotiating with a potential business partner than signing a non-disclosure agreement with an employee. In the case of the former, certain confidential information is expected to be kept between the two parties even though there is no formal, written NDA. The same is not true for employer-employee relationships.

• The German government recently passed legislation that prevents whistleblowers from being retaliated against by their former or current employer. Furthermore, bullying, stalking, sexual harassment, and other forms of violent and serious behavior will not be tolerated in the workplace.

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3 things you need to know about German non-disclosure agreements

1. There are different types of NDAs

There are two different types of confidentiality agreements in Germany:

• Bilateral NDAs: These are used when both parties are disclosing sensitive information to each other. You might, for example, sign a bilateral NDA when you’re in talks with another business and the discussion would involve sharing ideas on both sides. With a bilateral NDA, neither party is allowed to disclose any of the confidential information without legal repercussions.

• Unilateral NDAs: Unilateral NDAs are utilized when you are the sole disclosing party. This type is frequently used in employer-employee relationships where the agreement works one way, requiring only one party in the agreement to protect sensitive information without leaking or sharing it with anyone else. Unilateral NDAs are frequently signed once the employee receives their employment contract.

2. There are essential components to make confidentiality agreements enforceable

German law is pretty simple when it comes to what should be included in an NDA to protect confidential information, such as intellectual property:

• Who are the parties involved? The names and roles of the parties involved should be clearly written down in the NDA. It should also be clear whether or not they will be sharing or receiving confidential information and who they are legally allowed to share it with.

• What exactly is considered “confidential”? This is a crucial component: You need to be extremely clear about the definition of what’s included in the confidentiality agreement, including trade secrets, business information, and so on.

• How long will the NDA last? It’s important to note how long the NDA is enforceable. Commonly, in Germany, NDAs are enforceable for about three years.

• What’s included in the exclusion clause? The exclusion clause excludes certain information from the confidentiality agreement. Make sure you clearly indicate what is not covered under the NDA.

3. The laws surrounding trade secrets are vague

In Germany, there is no specific legislative definition as to what constitutes a “trade secret.” Instead, trade secrets are vaguely defined as specific know-how that a company keeps secret to ensure their business remains competitive. Furthermore, companies must prove that, were the trade secrets to become public, it would harm their business.

When would an employee or contractor sign a non-disclosure agreement?

Usually, German employees and independent contractors sign NDAs before they become privy to business secrets. This might be before they start the onboarding process, when they begin a new employment contract, or when they receive an offer letter from their new employer. NDAs are frequently included as confidentiality clauses in the latter.

Frequently asked questions about NDAs in Germany

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With Rippling, you can onboard employees and contractors in Germany in just 90 seconds. ​​Generate NDAs, offer letters, and any other documents you need, then easily send them out for e-signature. With Rippling you can manage HR, IT, and Finance in one unified system—and automate your global compliance work.