# What Is an NDA (Non-Disclosure Agreement)? When and How to Use One > What is an NDA? A confidentiality agreement that stops shared information being used for other purposes. One-way vs mutual NDAs, 10 key clauses and mistakes. - Canonical: https://www.webx.net.tr/en/blog/what-is-an-nda - Language: en - Last updated: 2026-09-22 - Publisher: Webx Marka Patent ve Fikri Sınai Haklar Danışmanlık A.Ş. (https://www.webx.net.tr/) _Machine-readable copy of the page above. The canonical HTML page is authoritative; fees and regulations may change — check the last-updated date._ --- The short answer to what is an NDA: **an NDA (non-disclosure agreement) is a confidentiality agreement in which one or both parties undertake not to use shared confidential information outside a defined purpose and not to disclose it to third parties.** Turkish law does not regulate it as a separate contract type; under freedom of contract, it is governed by the general provisions of Turkish Code of Obligations No. 6098 (TBK, Türk Borçlar Kanunu). Below we cover, step by step, the difference between one-way and mutual NDAs, the ten core clauses a confidentiality agreement should contain, penalty clauses and personal data, the situations in which an NDA is genuinely needed, and what it cannot protect, particularly where trademarks and patents are concerned. ## What Is an NDA (Confidentiality Agreement) and What Does It Do? Answering what is an NDA in practical terms: an NDA is a trust tool that makes sharing information possible. It contractually ensures that the information you need to reveal to the other side in order to assess a collaboration is used only for that purpose and is not passed on to others. The party revealing the information is called the "disclosing party" and the party receiving it the "receiving party". In Turkish law, confidentiality obligations do not arise only from contract. An employee's duty to keep secrets (TBK Article 396), Article 55 of Turkish Commercial Code No. 6102 (TTK), which treats the unlawful disclosure of business secrets as unfair competition, and Article 239 of Turkish Criminal Code No. 5237 (TCK), which makes the disclosure of trade secrets an offense, together form a statutory baseline. What an NDA adds is to make that baseline concrete: it spells out from the start what is confidential, how long it stays confidential and what a breach will cost. As for form, under Article 12 of the TBK contracts are not subject to any particular form unless the law provides otherwise. Even so, for ease of proof it is strongly recommended that the NDA be in writing and signed by hand or with a secure electronic signature; Article 15 of the TBK states that a secure electronic signature has all the legal effects of a handwritten signature. ## One-Way or Mutual? The choice depends on the direction in which information flows: if only one party is revealing information, you use a one-way NDA; if both are, a mutual NDA. ### One-way NDA In a one-way (unilateral) NDA, the confidentiality obligation falls only on the receiving party. This is the typical model when you explain your brand strategy to an agency, open up your system architecture to a developer or hand a formula and technical drawings to a manufacturer. Because the other side's obligations are clear-cut, negotiation is usually shorter. ### Mutual NDA In a mutual NDA, both parties are at once disclosing and receiving parties. Partnership or merger talks, integration projects and joint product development are the typical settings for this model. Webx publishes the mutual NDA it uses in its own partnership discussions as a Turkish-language template on its website; it is a useful reference for seeing how a mutual NDA structures its purpose, definition, exceptions, term, return-or-destruction and liability clauses. ## 10 Core Clauses Every NDA Should Contain A good confidentiality agreement can be short, but it should not skip these ten clauses: | Clause | Purpose | What to watch for | | --- | --- | --- | | Parties and purpose | Sets out who is sharing information and for which collaboration | Keep the purpose narrow; broad wording such as "any business" makes the use restriction meaningless | | Definition of confidential information | Identifies the information that is protected | Should cover written, oral and electronic information, with categories given as examples | | Exceptions | Separates out information the agreement does not cover | Information that is public, already known, independently developed or required to be disclosed by law | | Use restriction | Ensures the information is used only for the stated purpose | Derivative work based on the information and reverse engineering should also be prohibited | | Circle of disclosure | Limits who can access the information | The "need to know" principle; employees and advisers must be bound by the same obligation | | Term | Sets when the agreement and the confidentiality obligation end | Write the two periods separately; a longer or indefinite obligation for trade secrets | | Return and destruction | Ensures information is recovered when talks end | Including copies and digital backups; written confirmation of destruction | | Penalty clause and liability | Fixes the cost of a breach in advance | The amount should be proportionate; TBK Articles 179–182 and, for merchants, TTK Article 22 | | Personal data | Ensures compliance with data protection law (KVKK) | An NDA does not replace KVKK obligations | | Governing law and jurisdiction | Determines where and under which law disputes are resolved | A jurisdiction agreement is valid essentially between merchants and public legal entities (Code of Civil Procedure, HMK Article 17) | Four of the clauses in the table are where most disputes get tangled; we unpack them below. ### How should confidential information and exceptions be defined? The definition is the heart of an NDA. An unlimited definition such as "all information is confidential" looks strong at first sight, but in a dispute it makes it harder to show what was breached. A more effective approach is to list the categories of information covered (technical documents, prices, customer information, business plans, source code) and to include information marked "confidential" or whose confidential nature is obvious. Exceptions matter as much as the definition. Information that is public, already known to the receiving party, independently developed or required to be disclosed by a legal obligation such as a court order is usually excluded. An NDA without written exceptions invites the other side to refuse to sign or leads to disputes over interpretation. ### Term: do not confuse the two periods An NDA has two periods: the term of the agreement, meaning the period during which information is shared, and the term of the confidentiality obligation. Talks may end in a few months, but the confidentiality of what was shared during that time can stay important for years. That is why the confidentiality obligation is usually written to continue for a set period after the agreement ends. In Webx's template, too, the general obligation runs for three years and indefinitely for information that qualifies as a trade secret. ### Penalty clause: the strongest and most debated clause A penalty clause means fixing in advance the amount payable in case of breach, and it is especially valuable for confidentiality breaches because loss is hard to prove. Under Article 180 of the TBK, the agreed penalty must be paid even if the creditor has suffered no loss at all; if the loss exceeds the penalty, the excess can be claimed only by proving the debtor's fault. Under Article 179 of the TBK, unless otherwise agreed, the creditor may demand either performance or the penalty. That is why an NDA should state that "payment of the penalty does not end the confidentiality obligation". A judge will reduce a penalty they consider excessive on their own initiative (TBK Article 182); however, under Article 22 of the TTK, a debtor who is a merchant cannot ask the court to reduce the penalty on the grounds that it is excessive. ### Personal data: an NDA does not replace the KVKK If the information shared includes personal data about customers, employees or suppliers, Personal Data Protection Law No. 6698 (KVKK) applies in addition. Under Article 12 of the KVKK, the data controller must take the technical and administrative measures needed to prevent unlawful access to personal data, and where data is processed on its behalf by someone else, it is jointly responsible with that party for those measures. So if personal data will be shared, the NDA should add provisions on the purpose of processing, security measures and breach notification, and if the data will be transferred abroad, the transfer rules in Article 9 of the KVKK must be assessed separately. The safest approach is to share personal data only when truly necessary and, where possible, in anonymized form. ## When Do You Need an NDA? Any relationship in which confidential information leaves the company is a candidate for an NDA. The six most typical situations are: - **Investor meetings:** Especially when financial and technical documents are shared during the due diligence stage. - **Agencies and designers:** When an unannounced brand name, launch plan or campaign strategy is shared. - **Developers and freelancers:** When access is given to source code, system architecture or customer data; together with a rights-assignment clause. - **Manufacturers and contract suppliers:** When formulas, technical drawings, molds or samples are handed over. - **Franchise and licensing talks:** When the operations manual, supplier list and revenue data are opened up. - **Employees:** Even though a statutory duty of confidentiality exists, to clarify the scope of confidential information and the obligations after employment ends. We discuss how confidentiality combines with the trademark side in franchise talks in [trademarks in franchising](https://www.webx.net.tr/en/blog/trademarks-in-franchising), and where quality and use provisions sit in a licensing relationship in our [trademark license agreement guide](https://www.webx.net.tr/en/blog/trademark-licence-agreement-guide). We summarize the order in which startups should take trademark and confidentiality steps during fundraising in our [trademark protection guide for startups](https://www.webx.net.tr/en/blog/trademark-protection-guide-for-startups). ## The Limits of an NDA: What Can It Not Protect? An NDA binds only the parties who sign it; it does not create a monopoly enforceable against everyone the way an intellectual property right does. Once information reaches someone outside the agreement, you cannot rely on the NDA against that person, although unfair competition or criminal provisions may apply if their conditions are met. The second limit is proof. The party alleging a breach must show what information was shared, that it was confidential and that the other side used or disclosed it. Keeping a list of the documents shared and their dates is therefore as important as the agreement itself. The third limit is the idea itself: an NDA does not make an idea protectable; it only controls how it is shared. We map out the tools for protecting an idea in our guide on [how to protect a business idea](https://www.webx.net.tr/en/blog/how-to-protect-a-business-idea). ### Brand names: a filing protects you, not an NDA Revealing an unannounced brand name to an agency or investor under an NDA contractually prohibits the other side from using it, but it does not stop third parties from filing the same name with TÜRKPATENT (Turkish Patent and Trademark Office) and registering it. Under Article 7/1 of Industrial Property Law No. 6769 (SMK), trademark protection is obtained through registration, and priority is determined by the filing date. The right order, then, is to file the trademark application before sharing the name; we cover timing in detail in [when to register a trademark](https://www.webx.net.tr/en/blog/when-to-register-a-trademark). Although Article 6/9 of the SMK allows oppositions against bad-faith applications, that route is always more burdensome and less certain than filing on time. ### Patents and designs: confidentiality preserves novelty but creates no right When you share a technical invention or a design that has not yet been made public, an NDA plays a different role: it preserves novelty. Under Article 83 of the SMK, what destroys novelty is information that has become available to the public; a disclosure made under a confidentiality obligation is, as a rule, not of that kind. For designs, Article 57 of the SMK says so expressly: disclosing a design to a third party under a condition of confidentiality does not count as making it available to the public. But an NDA does not replace a patent or design right; no right arises until an application is filed. For the steps of the process, see our guide on [how to file a patent application in Turkey](https://www.webx.net.tr/en/blog/how-to-file-a-patent-application-in-turkey). ## How to Prepare and Sign an NDA, Step by Step For a robust NDA, follow this order: 1. **List the information to be shared:** Decide which documents you will reveal at which stage; do not share what is not needed. 2. **Choose the model:** Use a one-way NDA if information flows in one direction, a mutual NDA if it flows both ways. 3. **Write the definition and exceptions:** List the categories of information and add the standard exceptions. 4. **Set the terms and the penalty clause:** Write the agreement term, the confidentiality term and a proportionate penalty clause separately. 5. **Check for personal data:** If personal data will be shared, add provisions that comply with the KVKK. 6. **Have the right person sign:** If the other side is a company, check the signatory's authority to represent it against the company's specimen signature record; use a handwritten or secure electronic signature. 7. **Keep a record of disclosures:** Mark documents "confidential" and keep track of who received what and when. Starting from a ready-made template saves time, but a template should not be signed without adapting it to the nature of the relationship. In NDAs with foreign parties, the governing law and dispute resolution method need separate consideration. ## Common Mistakes In practice, these are the mistakes that most often weaken NDAs: - **Sharing information before signing:** What was said in a meeting held before the NDA was signed may fall outside its protection unless the agreement expressly covers it. - **Unlimited definition and unlimited term:** Obligations that cover everything and never end make interpretation harder in a dispute. - **A disproportionate penalty clause:** An excessively high amount can be reduced by the judge where the debtor is not a merchant, and it drags out negotiations for no reason. - **Unauthorized signature:** A signature by someone without authority to represent the company makes the agreement's binding force questionable. - **Using a template without adapting it:** A text written for a different relationship may not define the information you are actually sharing. - **Treating an NDA as a substitute for registration:** For a brand name, invention or design, an NDA is a temporary shield; lasting protection comes from filing. ## Conclusion: Key Takeaways - The essence of what is an NDA: an agreement ensuring that shared confidential information is not used for other purposes or disclosed. - Choose a one-way NDA if information flows in one direction, a mutual NDA if it flows both ways. - The definition, the exceptions, two separate terms and a proportionate penalty clause determine how strong an NDA is. - An NDA binds only the parties; lasting protection for brand names, inventions and designs comes from registration. - If personal data is shared, KVKK obligations continue independently of the NDA. ### Would you like to secure your confidentiality agreement and your brand together? Tell us what you plan to share and with whom; we will tailor your NDA to the relationship and, if a trademark or design needs to be filed before you share anything, plan that with you. You can review our page on [legal support for contracts and brand protection](https://www.webx.net.tr/en/hizmetler/hukuki-koruma), and reach our team, which works with trademark attorneys authorized before TÜRKPATENT, through our [contact page](https://www.webx.net.tr/en/iletisim). ## Frequently Asked Questions ### What is the Turkish term for an NDA? NDA is short for "Non-Disclosure Agreement", and in Turkish it is called a gizlilik sözleşmesi (confidentiality agreement) or gizlilik anlaşması. Documents serving the same purpose may also be called a Confidentiality Agreement (CDA). Where only one party makes a unilateral confidentiality commitment, the document is commonly called a gizlilik taahhütnamesi (confidentiality undertaking) in practice. Whatever the name, what matters is the content of the obligations in the text. ### Does an NDA need to be notarized? No. Under Article 12 of the Turkish Code of Obligations (TBK), contracts are not subject to any particular form unless the law provides otherwise, and the law sets no special form for NDAs. For ease of proof, however, it is strongly recommended that the NDA be in writing and signed by hand or with a secure electronic signature. Notarization is not a validity requirement; it can be preferred in special cases where you want the parties' identities and the signing date to be beyond dispute. ### What happens if an NDA is breached? The breaching party is in breach of contract. If the agreement contains a penalty clause, the agreed penalty can be claimed even without proof of loss; in addition, compensation for the loss suffered and an interim injunction to stop the breach can be sought. Where the conditions are met, the unfair competition provisions of the Turkish Commercial Code and the Turkish Criminal Code provision on disclosing trade secrets may also come into play. Which route to take should be decided based on the evidence. ### How long should an NDA last? The law sets no fixed term; the duration should reflect how long the shared information will remain valuable. The period for sharing information and the period of the confidentiality obligation should be written separately. A limited period is enough for short-lived commercial information, while for trade secrets such as formulas or source code the obligation can be structured to last for as long as the information remains secret. ### Is an NDA the same as a non-compete? No. An NDA restricts the use and disclosure of specific information; a non-compete prohibits a person from engaging in a competing activity. For employees, non-competes are governed by Articles 444 and 445 of the TBK: they must be undertaken in writing and, except in special circumstances, cannot exceed two years. Both clauses can appear in the same contract, but having one does not replace the other. ### Do I need separate NDAs with employees? The law already provides a baseline: under Article 396 of the TBK, an employee may not disclose business secrets while employed and must keep them confidential after the relationship ends, to the extent the employer's legitimate interests require. Even so, a confidentiality clause in the employment contract clarifies the scope of confidential information and the duty to return materials. Note that under Article 420 of the TBK, a penalty clause in an employment contract that binds only the employee is invalid. ### What should I do if an investor refuses to sign an NDA? This is common at early stages and usually not a personal sign of distrust. Stage your disclosure: in the first meeting, explain what the idea does, the market and the team, and hold back details such as formulas, source code or customer lists until the due diligence stage and until confidentiality safeguards are in place. Secure your brand name with a trademark application before the meeting. ### Does signing an NDA protect my idea or my brand? Only between the parties to the agreement. An NDA contractually prohibits the other party from using and disclosing the information, but it does not create a right enforceable against everyone the way a registration does. Someone who is not a party can register the same name as a trademark or develop the same idea independently. Lasting protection for a brand name, an invention or a design comes from the relevant registration application. ## Related Resources - [Legal Protection](https://www.webx.net.tr/en/hizmetler/hukuki-koruma): Explains attorney support for bulletin oppositions, appeals against refusals, counter-statements and trademark infringement cases. - [Trademark Registration](https://www.webx.net.tr/en/hizmetler/marka-tescil): Explains how a trademark application is handled before TÜRKPATENT, from the preliminary search and class selection to the registration certificate. - [How to Protect a Business Idea: Trademark, Patent, Copyright and NDA](https://www.webx.net.tr/en/blog/how-to-protect-a-business-idea): How to protect a business idea: an abstract idea is not protected, its form is. A tool, term and cost table for 7 idea types, from names to trade secrets. - [When Should You Register a Trademark? A Guide to Getting the Timing Right](https://www.webx.net.tr/en/blog/when-to-register-a-trademark): When to register a trademark: once the name is final and before you share it. Six-month priority for trade fairs and exports, launch risks and a weekly plan. - [Trademark Licence Agreement: Turning Your Brand Into Revenue](https://www.webx.net.tr/en/blog/trademark-licence-agreement-guide): What is a trademark licence agreement? Exclusive vs non-exclusive licences, royalty models, registering the agreement, quality control, and key clauses. - [How to File a Patent Application in Turkey: 2026 Step-by-Step Guide](https://www.webx.net.tr/en/blog/how-to-file-a-patent-application-in-turkey): How to file a patent application in Turkey: patentability, description and claims, EPATS steps, statutory deadlines and 2026 TÜRKPATENT fees with codes. - [Trademark Protection Guide for Startups](https://www.webx.net.tr/en/blog/trademark-protection-guide-for-startups): A trademark protection guide for startups: early registration, applying as an individual, class selection and preparing for investment rounds. - [Trademarks in Franchising: The Foundation of Growing a Chain](https://www.webx.net.tr/en/blog/trademarks-in-franchising): Why is trademark registration essential for franchising? Trademark clauses, class 35 franchise services, franchisee use and post-termination rules.