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

Managing a remote team and ensuring effective, compliant onboarding can be challenging for any global company. But, one step you must take when hiring Italian employees is including a non-disclosure agreement (NDA) in your employment contract. While Italian laws offer some protection for confidential information, an NDA is necessary to fully safeguard the company's sensitive information and intellectual property rights.

In Italy, Article 2105 of the Italian Civil Code prohibits employees from disclosing information about the company's organization and manufacturing processes. However, without a confidentiality agreement, proving the unlawful disclosure of confidential information can be difficult. 

So, how can you protect your company under Italian law? Are NDAs legally enforceable in Italy? Keep reading to learn the answers to these questions and more.

What is an NDA?

A non-disclosure agreement (NDA) is a legal contract that stops the parties involved from sharing confidential or proprietary information with outside parties. NDAs (in Italian, "accordi di riservatezza") are frequently used to protect trade secrets, proprietary information, and other confidential information in the workplace, preventing competitors from gaining access.

Are NDAs enforceable in Italy?

In Italy, NDAs are enforced in employment relationships through legally binding contracts governed by the Italian Civil Code.

For an NDA to be legally binding in Italy, it needs to be written down and include precise details about who's involved, details on the confidential information, and how it will be used. Any exceptions to the use of confidential information must also be stated, along with how long the information will be kept confidential. All parties must sign the agreement willingly and without pressure.

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(Note: our guide is for informational purposes and isn’t intended to provide legal advice.)

Three things you need to know about NDAs in Italy

Although the Italian Civil Code offers some safeguards for intellectual property and confidential information, it may not be enough to fully protect your company in Italy.

• An NDA must be specific. In 2018, a judgment in the Tribunal of Milan considered a confidentiality clause null due to its vagueness and limited its effect and protection. Broad definitions or vague obligations of the receiving party under the NDA may not protect your company as you’d expect. The information the parties consider confidential must be clearly identifiable by the non-disclosure agreement.

• Penalty clauses in an NDA. It’s recommended to include a penalty clause in an NDA to encourage employees to comply and mitigate the risk of disclosure of know-how. When drafting the compensation amount in the clause, it's essential to keep it reasonable to avoid any reduction in the amount of compensation awarded by a judge in case of damages.

• Without an NDA, you may not be able to prove unfair competition. Again, the protections offered by the Italian Civil Code aren’t enough to protect your company, especially in the case that a dispute makes it to court.

According to the Italian Civil Code, there is a duty to keep information confidential. However, without an NDA, an employee can legally switch jobs and disclose confidential information to a competitor. In 2018, the Tribunal of Bologna ruled that it is lawful for employees and directors to use their knowledge to carry out similar activities for a competing employer as long as there is no written agreement regarding confidentiality.

When would an employee or contractor sign an NDA?

You can include the NDA with the employment contract or offer letter as part of the onboarding process. It’s best for them to sign it before their first day.

Frequently asked questions about NDAs in Italy

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