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

Employers hiring in Spain may rely on non-disclosure agreements (NDAs) to protect sensitive company information and trade secrets. However, though NDAs may be common, they are complicated legal documents and, in Spain, both European Union and Spanish laws govern their enforceability. What’s more, NDAs cannot cover illegal activity, stop whistleblowers, or silence workers who have experienced harassment, discrimination, or abuse.

Employers may ask: Are NDAs enforceable in Spain? How can NDAs protect a company and its global employees? This guide will cover this and more.

(Note that this guide is only for informational purposes, and isn’t intended to provide legal advice. Consult a legal professional for further questions.)

What is an NDA?

A non-disclosure agreement (NDA) is a legal contract that prohibits one or more parties from sharing proprietary or confidential information with third parties. NDAs can also enforce against leaks caused by carelessness.

While NDAs are used in a variety of contexts, in the workplace these written agreements are typically used to protect a company’s trade secrets and other private information from competitors. Companies commonly have employees, contractors, and consultants sign an NDA, also known as confidentiality agreements. Prospective business partners or merging companies may also sign NDAs.

Are NDAs enforceable in Spain?

Yes, Spanish courts often consider NDAs enforceable, and the Supreme Court of Spain and Court of Appeal of Barcelona have protected trade secrets. NDAs also fall under the region’s Personal Data Protection Law. However, NDAs must meet requirements for being reasonable and of legitimate business interest. NDAs must be:

• Reasonable. NDAs can’t place an undue burden on an individual to keep information confidential.

• Specific. The NDA needs to clearly define the kind of information that's confidential and the time frame during which it cannot be disclosed.

• Not outside the public interest. Certain information can't be covered by an NDA, including illegal activity.

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3 things you need to know about NDAs in Spain

1. There are different types of NDAs

In Spain and in other European countries, there are two types of NDAs you're most likely to encounter:

• Mutual NDAs, also known as bilateral or two-way NDAs, are a type of agreement where all parties in the NDA are contractually bound to share certain information with one another, but no one outside the agreement. Mutual NDAs are often part of mergers, acquisitions, and similar kinds of business deals.

• Non-mutual NDAs, also known as unilateral NDAs, work one way, requiring one party in the agreement to receive sensitive information without leaking or sharing it with anyone else. These types of NDAs are more common in employer-employee relationships, and are often signed by a new employee when they are hired.

Additionally, there are multilateral agreements. These contracts are similar to bilateral agreements but, in the case that there’s more than two parties involved, these NDAs both commit and protect everyone.

2. There are essential components to make NDAs enforceable

NDAs should always be written agreements—a verbal NDA may not be enforceable. For US-based companies working with Spanish workers and contractors, it’s recommended to draft the agreement in both English and Spanish. While NDAs should be written specifically to the company and its unique confidentiality needs, NDAs should always include the following to be comprehensive and enforceable:

• Clear indication of the parties involved. This should include their names and roles, including who will be sharing and receiving confidential information (i.e. the disclosing party and the receiving party) and who they will be sharing such information with.

• Definition of confidential information. This should include the general topic of information covered by the NDA, as well as the scope of information that's covered. For example, is written information considered confidential but oral information is not?

• Restrictions on disclosure and use. Define how confidential information is shared between those in the organization or who is permitted to have the information.

• Exclusions from confidentiality. If there are any cases when parties in the NDA are allowed to disclose confidential information, those should be included in the contract. (Note: Once information is made public, it is no longer considered confidential.)

• Terms of the agreement. How long does the NDA last? For employment NDAs, they typically last for the duration of the working relationship, but they can last longer. In Spain, this element of the NDA agreement is critical. If the duration of the NDA is unspecified, either party may be able to terminate it at any time.

• What will happen if the NDA is breached. It's a good idea to include provisions that outline any injunctions, damages, or other consequences for breach of contract. Mention the governing law and jurisdiction for any violations. Because the Spanish court systems can consume a great deal of time and effort (more on that below), you may consider alternative dispute resolution mechanisms, such as arbitration.

In Spain, the civil code creates a legal duty to negotiate and act towards the other party in good faith. When drafting an NDA, remember that it should be fair and not create an undue burden on the other party.

It’s considered best practice in Spain to have each party initial the bottom right-hand corner of each page in addition to signing their legal name and writing the date at the end of the document.

3. Spanish laws also protect confidential company information

Though NDAs can help keep information safe, European and Spanish law already provides some protection for employers:

• Data Protection Law. This law commits those interacting with personal data and files, whether they’re employees or organizations, to professional secrecy. (Note that this law is multifaceted. It also protects employees from being unfairly monitored and protects customers from having their data misused.)

• Spanish Trade Secrets Act. This act grants an economic right over secret information that has commercial value due to being secret. The owner of the information must do due diligence to protect the secrecy. Trade secrets may cover know-how, information, sales methods, consumer profiles, strategies, supplier or client lists, manufacturing processes, and more.

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Frequently asked questions about NDAs in Spain

Benefits of NDAs in Spain

An NDA can help protect employers' confidential information and proprietary assets, which can be crucial to a company's success in today's highly competitive business environment. Benefits include:

• Legal protection for confidential information, trade secrets, and other proprietary information that is disclosed to another party

• Prevention of unauthorized disclosure of confidential information by requiring the recipient to keep the information confidential and not to disclose it to third parties

• Legal recourse to seek damages and other remedies under the terms of the agreement if a recipient of confidential information breaches the NDA

• Protection of intellectual property, such as patents, trademarks, and copyrights

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