Nikita Veremeev
13.08.2025 | 6 min read
Updated: 13.08.2025
In 2024, the number of incidents related to confidential information leakage in international companies increased by 37% compared to the previous year (data from IBM, Forrester, Gartner). Every second business faced unauthorized distribution of trade secrets or intellectual property, leading to losses in millions of euros and dollars. In the era of digitalization, remote work, and cross-border operations, the issue of protecting confidential information has become not just a legal formality but a strategic priority for any business operating in the EU, Asia, and Africa.
How often have you considered that your next partner, employee, or contractor could become a source of a critical leak? Why can even a perfect business process be destroyed by one incorrectly drafted non-disclosure agreement? Are you prepared for your NDA to truly protect rather than create an illusion of security?
In this article, I will detail how to correctly draft an NDA for international business on your own in 2025, what key points and legal nuances to consider to protect trade secrets, intellectual property, and personal data. If you want to get not just an NDA template but a strategic risk management tool and competitive advantage, I recommend reading to the end – you will receive a practical guide with a checklist, cases, and recommendations based on the experience of COREDO in the most challenging jurisdictions.
Types of NDA: Unilateral, Bilateral, Multilateral
NDA (Non-Disclosure Agreement): this is a legal tool that formalizes obligations to protect confidential information between parties. In COREDO’s practice, there are three main types of NDA:
- Unilateral NDA: applied when only one party (the disclosing party) provides confidential information, and the other (the receiving party) is obligated not to disclose it. Most often used in hiring employees or working with contractors.
- Bilateral NDA: both parties exchange confidential information and are obligated to keep it secret. This format is relevant for negotiations between companies, joint developments, M&A deals.
- Multilateral NDA: includes three or more participants, each of whom can be either a disclosing or receiving party. This solution is often used in large projects, international consortia, and technology startups.
In each case, an NDA must clearly define the parties, the scope and nature of the protected information, as well as the liability for breach of obligations.
NDA to Protect Trade Secrets and Data
COREDO’s experience shows that an NDA is a key element of the system to protect trade secrets, intellectual property, and personal data. In conditions where business works with innovations, R&D, unique technologies, or big data, the risks of leaks multiply significantly. A well-drafted non-disclosure agreement allows you to:
- Protect intellectual property (patents, know-how, source code, business models).
- Preserve trade secrets, from financial models to client bases.
- Comply with GDPR and national data protection laws, especially with cross-border information transfer.
- Strengthen trust between partners, investors, and customers.
COREDO’s practice confirms: implementing NDA into the confidential information management structure reduces the likelihood of litigation, minimizes loss risks, and increases the company’s investment attractiveness.
How to Draft an NDA Independently in 2025
If you have decided to understand how to draft an NDA independently in 2025, it is important to understand each step of this process and its key nuances. Even basic steps: from defining the agreement’s goals to identifying the parties, significantly influence how effectively your NDA will protect confidential information.
Defining NDA Goals and Parties
Before drafting an NDA, it is important to define:
- The purpose of the agreement: protection of trade secrets, intellectual property, personal data, or comprehensive protection.
- Parties: who discloses the information (disclosing party) and who receives (receiving party). In the case of bilateral or multilateral NDA: all participants must be clearly identified.
- Scope of information: what data is considered confidential, and what are the criteria for their classification.
The COREDO team has implemented dozens of projects where mechanisms for minimizing legal risks were already laid out at this stage, for example, through precise descriptions of information categories, exceptions, and transfer procedures.
Mandatory Sections of an NDA: What to Include in 2025
In 2025, the requirements for an NDA have significantly complicated due to stricter regulation, digitalization of document management, and growth in cross-border operations. Here are the sections that should be in an NDA for international companies:
| NDA Section | Mandatory | Recommended | Description/Notes |
|---|---|---|---|
| Definition of parties | Disclosing and receiving party | ||
| Subject of the agreement | What is considered confidential information | ||
| Term of NDA | Specific terms and renewal conditions | ||
| Liability and sanctions | Amount of compensation, sanctions for disclosure | ||
| Dispute resolution procedure | Arbitration, court, applicable law | ||
| Data storage procedure | Conditions of storage, data destruction | ||
| NDA update procedure | Procedure for updating the document | ||
| Electronic signature | Possibility of signing in digital document flow |
Key NDA points should include:
- Precise definition of confidential information.
- NDA duration: for different types of information, the duration may vary (e.g., for trade secrets – 3 years, for personal data, until the end of processing).
- Sanctions for disclosure: amount of compensation, damage calculation mechanism, possibility of fines.
- Dispute resolution procedure: choice of arbitration or court, applicable law.
- Data storage conditions: where, how, and in what form the information should be stored, who has access to it.
- NDA update procedure: how and when parties can make changes.
- Possibility of using electronic signature and digital document flow.
COREDO’s practice shows that including these points significantly enhances the enforceability of NDA in different jurisdictions.
NDA Structure for International Business
The NDA structure for international companies in the EU, Asia, and Africa usually includes:
- Preamble: definition of parties, agreement objectives.
- Definitions: what is considered confidential information, exceptions.
- Parties’ obligations: confidentiality obligation, information usage conditions.
- NDA duration: indicating start and end dates.
- Liability and sanctions: damage compensation, fines, recovery procedures.
- Dispute resolution procedure: applicable law, arbitration/court.
- Data storage and destruction conditions.
- NDA update and revision procedure.
- Electronic signature and digital document flow (if applicable).
- Other provisions: force majeure, notices, contact persons.
COREDO’s solution is always adapted to the specific jurisdiction and business specifics – there are no universal templates, but such an NDA sample can be a starting point for drafting independently.
Enforceability of NDA in the EU, Asia, and Africa
Enforceability of NDA in the EU, Asia, and Africa is not only a matter of contract language formality but also a complex task requiring consideration of local laws, court practices, and cultural differences. For international companies and startups, it’s important to understand in advance how realistic it is to protect confidential information across different jurisdictions and what strategic solutions can increase the chance of successful NDA execution.
NDAs for International Companies and Startups
International companies, technology startups, and small businesses face specific challenges when drafting NDAs:
- Outsourcing and subcontractors: it’s necessary to clearly state the obligations of all parties, including beneficiaries, to eliminate “gray areas” of responsibility.
- Cross-border data transfer: NDA must consider data export legislation requirements, especially in the EU (GDPR) and Asia (PDPA, CCPA).
- NDA localization: adapting the text to the language and legal system of each partner country.
In one COREDO case for a fintech startup entering the Singapore and UAE markets, it was necessary to integrate requirements from three regulators simultaneously and consider the specifics of electronic document management.
NDA Requirements in the EU, Asia, and Africa 2025
In 2025, regulators tightened NDA requirements:
- EU: mandatory GDPR compliance, separate block on personal data processing, mechanisms for cross-border information transfer, breach notification.
- Asia: emphasis on trade secrets protection, mandatory regulator notification of leaks, data localization requirements (e.g., in Singapore and South Korea).
- Africa: rapid growth of data protection legislation (POPIA, NDPR), special attention to enforceability and notification procedures.
COREDO’s team regularly audits clients’ NDAs to ensure they meet current requirements, minimizing the risk of fines and litigation.
Checking Enforceability and Reducing Legal Risks
Enforceability of NDA is the contract’s ability to be recognized and enforced in a particular jurisdiction. To check enforceability of NDA in different countries, it’s important to:
- Adapt the text to local law (NDA localization).
- Specify the applicable law and jurisdiction for dispute resolution.
- State clear and measurable sanctions for violations.
- Conduct regular NDA audits and updates in case of legislation changes.
COREDO’s experience shows: drafting an NDA without considering these nuances often leads to the inability to recover losses or apply sanctions in another country.
Digital Document Flow and Electronic Signature for NDA in 2025
Digital Document Flow and Electronic Signature for NDA in 2025 become the standard for secure and efficient confidential information exchange between companies worldwide. It is important to consider how the choice of signing method and specifics of the electronic signature affect the legal force of NDA in various jurisdictions, including the EU, Asia, and Africa.
Electronic Signature for NDA in the EU, Asia, Africa
In 2025, electronic signature of NDA and digital document flow became the standard for international business. The EU is governed by eIDAS, with equivalent laws in Asia (e.g., in Singapore and Japan), and in Africa: national regulations.
- Digital signature ensures the legal validity of NDA if identification of parties and document integrity requirements are met.
- Digital document flow simplifies NDA storage, search, and updates, reducing costs for a paper archive.
- It’s important to choose digital document flow platforms that meet compliance and Due Diligence requirements.
In one COREDO project for a large European corporation, implementing digital document flow and digital signature reduced the NDA approval cycle from 10 to 2 days.
Controlling NDA Execution: Automation and Metrics
Automating document flow with NDAs in 2025 is about more than speed; it also aids in obligation enforcement:
- Using specialized platforms to track deadlines, renewal reminders, changes audit.
- Integrating NDA into due diligence and compliance processes: automatic checking against internal policies and external requirements.
- NDA effectiveness metrics: number of detected violations, average time for approval, ROI from prevented losses.
COREDO’s solutions enable large companies and startups to implement automation without losing flexibility and control.
Errors in NDA Drafting
Errors in NDA Drafting can lead to business vulnerabilities and risks of confidential information leaks. Entrepreneurs often underestimate the importance of details in this document, leading to typical missteps from the drafting stage. Let’s explore major NDA drafting errors and how to avoid them.
Errors by Entrepreneurs, How to Avoid Them?
Independent NDA drafting is often accompanied by critical errors:
- Too broad or vague definition of confidential information: courts may deem NDA unenforceable.
- Lack of clear sanctions for disclosure – inability to recover compensation.
- Ignoring local legislative requirements, NDA loses legal force in cross-border operations.
- Incorrect choice of applicable law and jurisdiction: complications in dispute resolution.
- No procedure for NDA updating and revision: the document becomes outdated and doesn’t protect the business.
COREDO’s practice confirms: minimizing legal risks is achieved only by considering the specifics of each jurisdiction and regularly auditing NDA.
Consequences of NDA Breach for Business
In one COREDO case for a European IT company, a source code leak protected by NDA led to a legal dispute with a contractor. Thanks to clearly stated sanctions and the choice of arbitration in London, full compensation was recovered and further information dissemination was prevented.
In another project for an Asian startup, the absence of an NDA revision procedure resulted in the old document not accounting for new GDPR requirements, leading to a fine from the regulator.
These examples clearly show: NDA breaches can have long-term consequences – from financial losses to reputational damage in the market.
How to Draft an NDA in 2025
How to Draft an NDA in 2025 – a task requiring special attention to details and new legal standards. It is crucial not only to consider current requirements for structure and wording but also to foresee all key elements for protecting your interests. Below you will find a checklist that will help you draft an NDA independently, considering all the nuances of 2025.
Before proceeding to drafting, ensure all specifics of your situation are included in the final NDA version.
Checklist for Drafting NDA Independently
- Define NDA goals and the list of protected information.
- Clearly identify the disclosing and receiving parties.
- Provide exact definitions of confidential information and exceptions.
- Set the term of NDA and renewal conditions.
- Determine sanctions for breaches and compensation procedures for damages.
- Specify applicable law and dispute resolution procedure.
- Describe the conditions for information storage, destruction, and transfer.
- Include an NDA update procedure.
- Allow for electronic signature and digital document flow usage.
- Conduct an NDA audit for compliance with jurisdictional requirements (compliance, due diligence).
When a Lawyer is Needed for Business
If your business operates in multiple countries, processes personal data or intellectual property, or if you are uncertain about NDA enforceability: hiring an expert becomes a necessity. COREDO’s solutions always consider industry specifics, regulatory requirements, and current market trends.
Legal business support minimizes risks, optimizes due diligence processes, and ensures compliance at all stages.
Involving COREDO professionals guarantees adaptation of legal solutions to specific jurisdictions and industry standards – let’s review key conclusions for businesses in the EU, Asia, and Africa.
Conclusions for Business in the EU, Asia, and Africa
- NDA is not a formality but a strategic tool for protecting business, intellectual property, and trade secrets.
- Independent NDA drafting requires deep understanding of legal, technological, and management aspects: from choosing the type of agreement to implementing document flow automation.
- Regular updating, auditing, and adapting NDA to jurisdictional and regulatory requirements: a mandatory condition for minimizing legal risks.
- Electronic signature, digital document flow, and automation of NDA execution control: key trends of 2025 that improve business process efficiency and transparency.
- Timely involvement of experts and legal business support, an investment in the company’s resilience, scalability, and competitiveness.
COREDO’s practice confirms: a well-crafted NDA is not just a document, but a part of corporate culture that ensures long-term protection and growth of business in any jurisdiction.