Does this NDA prevent the other person from working for my competitor?

Not automatically. Confidentiality obligations prohibit disclosure or misuse of your confidential information and trade secrets. A separate post-employment non-compete or non-solicitation is required to restrict future employment. In Colombia such restraints are enforceable only if reasonable in duration, scope and territory and drafted with attention to labour law. Do not bury a broad restraint inside a confidentiality clause.

How long should a Colombia NDA last?

Use a two-tier approach: (1) General confidential information — a fixed, reasonable term (commonly 1–3 years, negotiable); (2) Trade secrets — protected for as long as they remain secret (no fixed expiry). Also remember civil claims are subject to ordinary prescripción (commonly 10 years for contractual civil claims), so preserve evidence early.

Can I use a Mutual NDA even if I'm the only one sharing information?

You can, but it may create unnecessary reciprocal obligations. If you are the only disclosing party, use a unilateral NDA to avoid giving the other side enforceable duties that could complicate enforcement or liability.

Is an email agreement or e-signature legally binding in Colombia?

Yes. Colombia recognises electronic signatures under Ley 527 de 1999. For enforcement, preserve the signed file, audit trail and proof of identity. For very sensitive disclosures consider a signed wet-ink original in addition to e-signed copies.

What makes this different from free NDAs I find online?

Generic templates often ignore Ley 1581 de 2012 (data protection) and Colombian evidence rules for trade secrets. This template includes a data-protection addendum, guidance on trade-secret security measures, and drafting notes to avoid disguised non-competes under Código Civil and Código de Comercio.

Do I need a special clause for whistleblowers or regulatory disclosures?

Yes. Include a carve-out allowing disclosures required by law or regulatory authorities (e.g., courts, SIC investigations) and a narrow provision protecting permitted reports. If personal data or alleged misconduct is involved, cooperate with legal counsel to avoid obstructing whistleblowing or regulatory access.

Free Colombia Non-Disclosure Agreement (NDA) Template | 2026 Compliant

A Colombia Non-Disclosure Agreement (NDA) is a written confidentiality contract that protects business secrets, proprietary information and personal data while complying with Colombia’s civil and commercial codes and data-protection rules. Unlike some jurisdictions that broadly ban non-competes, Colombia’s legal landscape requires careful coordination among the Código de Comercio, Código Civil, Ley 1581 de 2012 (data protection), relevant labour law and consumer-protection rules (Ley 1480 de 2011).

What is a Colombia NDA?

Definition: A Colombia Non-Disclosure Agreement is a contract by which one or more parties (the Disclosing Party) supply confidential information to another (the Receiving Party) for a limited Purpose, and the Receiving Party promises not to disclose or misuse that information. In Colombia NDAs must also respect personal-data obligations under Ley 1581 de 2012 and the Superintendencia de Industria y Comercio’s (SIC) guidance when the Confidential Information includes personal data or customer databases.

Because Colombia is a civil-law jurisdiction, NDAs will be interpreted against the Código de Comercio, general obligations in the Código Civil, and administrative guidance. Practical effects include strict requirements for object, duration and lawful processing of personal data.

Why “Generic” NDAs are dangerous in Colombia

Many generic templates (often written for common-law US practice) miss three Colombian-specific traps:

Data-protection non-compliance (Ley 1581): If your NDA permits transfer or use of personal data (names, emails, client lists), the agreement must reflect the legal basis, the data controller, purpose, and any required authorisations. Failure to comply exposes parties to administrative fines by the SIC and may render the confidentiality remedy ineffective.
Post-contractual restrictions and labour issues: Colombia allows post-employment non-compete clauses, but they must be reasonable in time, scope and territory and not violate mandatory labour protections. A confidentiality clause drafted as a disguised, unlimited restraint risks being reduced or invalidated by courts under Código Civil principles of proportionality.
Evidence of secrecy and prescripción: To claim trade-secret protection you must show reasonable security measures (limited access, marking, encryption). Civil claims for breach are governed by ordinary prescripción (statute of limitations) — commonly 10 years for contractual civil actions — so timing and documentation matter.

Paradigm-shifting insight: the data-protection trap

In Colombia the single biggest drafting mistake is to treat a customer list as a pure “business secret” while ignoring Ley 1581. If you disclose a database without complying with data-protection duties (notice, lawful basis, security measures), the SIC may impose sanctions and the NDA’s confidentiality remedy becomes practically and legally compromised. In practice, well-drafted Colombian NDAs function as hybrid confidentiality + data-processing agreements when personal data are involved.

Real case study

The Superintendencia de Industria y Comercio has repeatedly fined companies for poor handling of personal data and has issued guidance requiring clarity about the controller and processing purposes. See the SIC’s data-protection portal for case notices and guidance. Those enforcement actions underscore how a breach of data protection can be parallel to or worse than a contractual confidentiality breach.

Key clauses adapted for Colombia

Purpose clause: Narrow and specific. Colombian courts interpret open-ended purposes skeptically. Tie disclosure to “Purpose: evaluation of a commercial partnership regarding Project X” rather than “business discussions.”
Definition of Confidential Information: Distinguish between general confidential information (time-limited protection, e.g., 2 years), trade secrets (protected while secret) and personal data (subject to Ley 1581). Include an explicit carve-out that personal data will be processed under the data-protection obligations set out elsewhere in the Agreement.
Data-protection addendum: When personal data are involved, include controller/processor roles, legal basis, security measures, transfers, deletion/return rules and compliance with Ley 1581 de 2012 and SIC guidance.
Non-compete / non-solicitation: If needed, draft a separate post-contractual restraint that is clear on duration, activities restricted, territory and compensation if the clause affects employment. Avoid burying a restraint inside a confidentiality clause.
Residuals clause: Optional. If included, limit residual use to unaided memory and expressly exclude trade secrets and personal data.
Remedies and limitation: State injunctive relief, contractual damages, and clarify that administrative sanctions for data-protection breaches may apply. Note applicable prescripción period (ordinary civil actions).

Who needs this document?

User Persona	Usage Scenario	Key Colombia Benefit
Tech startups	Sharing code and client lists with investors	NDA + data addendum ensures compliance with Ley 1581 for investor diligence
Software shops	Hiring external developers or outsourcing	Protects source code and clarifies trade-secret practices and labour restrictions
Retail & services	Selling customer databases to partners	Ensures lawful transfer and processing of personal data under Ley 1581
Manufacturers	Sharing prototypes with suppliers	Protects technical know-how and sets out security measures required for trade-secret status

How to execute a valid Colombia NDA

Choose the right type: unilateral (one-way) when you only disclose, mutual when both sides will exchange information.
Tie the Purpose closely: a narrowly drafted Purpose limits permitted use and helps enforcement under Código de Comercio rules.
Comply with Ley 1581 de 2012: if personal data will be processed, include a data-protection appendix: identify the data controller, specify legal basis, obtain required authorisations, and implement security measures. The SIC enforces these rules.
Sign and preserve evidence: Colombia recognises electronic signatures (Ley 527 de 1999). Keep signed originals, transmission records, and logs proving marking and restricted access — these are key when claiming trade-secret protection.

Already receiving NDAs from clients?

When a client sends you an NDA, check for disguised restraints, missing data-protection provisions, and ambiguous Purpose language. Use a review checklist to flag: (1) personal-data handling, (2) overly broad “no use” language that could become a non-compete, and (3) unclear duration or remedies.

Contract Analyze can instantly identify risky clauses, compare terms against Colombian statutes (Ley 1581, Código de Comercio) and flag provisions that need negotiation—saving hours of manual review.

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