Practical guide
How to draft an NDA (non-disclosure agreement) using AI
2 min read · Updated May 2026 · Editorial oversight: Avv. Federico Papa
A non-disclosure agreement protects confidential information exchanged during negotiations, partnerships, and due diligence operations. Under Italian law, it rests on freedom of contract pursuant to Art. 1322 of the Civil Code and integrates with trade secret protection under Arts. 98 and 99 of the Industrial Property Code.
In brief
A non-disclosure agreement (NDA) under Italian law rests on freedom of contract pursuant to Art. 1322 Civil Code and Arts. 98 and 99 of the Industrial Property Code. It protects trade secrets during negotiations or due diligence. Essential elements include defining protected categories, disclosure forms, and carve-outs. Structures vary between one-way and mutual. Clauses must specify duration (3 to 5 years), liquidated damages under Art. 1382 Civil Code, governing law, and competent forum. Use of AI enables the drafting of tailored agreements in minutes.
The steps
- 1.
Define confidential information
Precisely define the scope: categories of protected information, form of disclosure (written, oral, or electronic), and carve-outs (publicly available or previously known information).
- 2.
Choose a one-way or mutual structure
If only one party discloses information, a one-way NDA is sufficient; in mutual negotiations, use a bilateral NDA with mirrored obligations.
- 3.
Set duration, penalty clause, and remedies
Set the duration of the obligation (typically 3 to 5 years), insert a penalty clause under Art. 1382 Civil Code to liquidate damages, and reserve the right to claim further damages.
- 4.
Specify governing law, forum, and information handling
Specify the governing law and competent forum (or an arbitration clause), and regulate the return or destruction of confidential information upon termination.
Legal basis: art. 1322 c.c.art. 1382 c.c.artt. 98-99 CPI
Related checklist: Key Checks Before Signing an NDA Involving AIWhat edit.legal automates
- —Generates a complete NDA containing essential clauses with cited legal grounds (Arts. 1321, 1322, 1382 Civil Code; Arts. 98-99 IP Code)
- —Adapts penalty, duration, and carve-outs to the specific context (negotiation, partnership, due diligence)
- —Integrated legal editor: variable fields for parties, venue, and specific covenants
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