Will this NDA stop a former employee from working for a competitor in Kazakhstan?

Not automatically. Kazakhstan allows certain post‑employment restraints only if they are reasonable in scope and duration and, in many cases, are accompanied by compensation under labour rules. A blanket foreign non‑compete in an NDA is likely to be reduced or invalidated by Kazakh courts unless it meets local reasonableness and compensation standards. This template focuses on protecting trade secrets and customer lists without imposing overbroad employment restraints.

How long does confidentiality last under Kazakhstan law?

Trade secrets can be protected indefinitely so long as they retain commercial value from secrecy and the owner can show reasonable protective measures. Other confidential business information is typically protected for a contractually specified period; choose a commercially reasonable duration (commonly 2–5 years) for non‑secret commercial information and keep trade‑secret items separate so they remain protected while secret.

Do I need to address personal data in the NDA?

Yes. Kazakhstan’s Law on Personal Data and Its Protection imposes obligations on processing and transfer of personal data. NDAs should identify any personal‑data categories, state who is the data controller/processor, specify security measures, and, where necessary, require the recipient to obtain consent or comply with local transfer restrictions.

Can I choose AIFC law and the AIFC Court in an NDA?

Often yes. The AIFC framework permits parties (subject to eligibility rules) to agree on AIFC law and AIFC Court or AIFC arbitration for dispute resolution. This gives access to English‑law remedies and can be attractive for cross‑border enforcement; include an optional AIFC clause in the template if both parties qualify.

Are electronic signatures valid for NDAs in Kazakhstan?

Yes. Kazakhstan law recognises electronic documents and electronic digital signatures. NDAs can be executed electronically if the parties agree on the method (simple or qualified signature) and the signature type meets any specific regulatory requirements for certain document types.

What evidence do I need to enforce an NDA in Kazakhstan?

Courts expect both a clear contract and proof of protective measures: marked documents, internal policies, access logs, witnesses to confidentiality briefings, and records of who received materials. The stronger your contemporaneous evidence of secrecy and limited distribution, the more likely the court will grant injunctive relief or damages.

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

A Kazakhstan Non-Disclosure Agreement (NDA) is a contract that creates enforceable confidentiality obligations under the Civil Code of the Republic of Kazakhstan (Grazhdanskiy Kodeks RK) and other local laws. A properly drafted Kazakhstan NDA protects trade secrets and confidential information while respecting local limits on post‑employment restraints, personal data obligations, and formal execution requirements.

What is a Kazakhstan NDA?

Definition: Under the Grazhdanskiy Kodeks RK and related legislation, an NDA is a bilateral or unilateral contract in which parties agree to keep certain information confidential and to use it only for a specified purpose. Trade secrets in Kazakhstan receive protection where information possesses commercial value due to secrecy and where the owner has taken reasonable measures to keep it confidential.

Unlike common-law jurisdictions, Kazakhstan’s civil law regime emphasizes statutory requirements and demonstrable secrecy measures. NDAs must be drafted to show concrete protective steps (technical and organizational) and a clear contractual purpose to obtain strong court protection.

Why “generic” NDAs are dangerous in Kazakhstan

Using a generic, foreign NDA template can create four local legal traps.

Trade-secret proof: Kazakh courts treat trade-secret protection as fact‑specific. If you don’t document the “reasonable measures” (access controls, marking, limited distribution), a court may refuse injunctive relief. Generic templates that only label everything "confidential" are weak evidence in court.
Personal data exposure: Kazakhstan’s Law on Personal Data and Its Protection (and related rules) restricts the transfer, processing, and cross‑border transfer of personal data. An NDA that allows broad copying or transfer of files without addressing lawful basis and security may create regulatory liability.
Employment restraints: While Kazakhstan permits certain post‑employment restrictions, labour rules require that non‑compete or restrictive clauses be reasonable and—where the Labour Code or practice requires—compensated. Using a standard foreign non‑compete clause without compensation language or a time limit risks invalidation and employer liability.
Choice of law and forum confusion: Kazakhstan parties sometimes assume local courts will apply foreign law. If you want English‑style remedies (injunctions, expedited relief), consider AIFC jurisdiction clauses: the Astana International Financial Centre (AIFC) provides an English‑law regime and AIFC Court enforcement for eligible contracts, often delivering faster injunctive relief for international disputes.

Paradigm‑shifting insight: In Kazakhstan, the difference between winning a trade‑secret case and getting an injunction often hinges not on the clause’s wording alone but on demonstrable organizational measures and the chosen forum. A well‑drafted NDA that combines clear confidentiality definitions, documented secrecy practices, and (where appropriate) an AIFC choice of law/forum clause can make the difference between an unenforceable promise and effective protection.

Real legal development: In recent years Kazakhstan has strengthened data and commercial secrecy enforcement by clarifying personal‑data obligations and encouraging corporate data security measures. Courts have increasingly required concrete evidence of secrecy measures (access logs, internal policies, marked documents) when granting provisional measures and damages.

Key clauses adapted for Kazakhstan practice

Purpose and scope: Narrow purpose clauses tied to a specific project or transaction (e.g., "to evaluate the Vendor's software licence for Project X") reduce disputes under civil‑law import requirements.
Definitions: Distinguish "Personal Data" (subject to the Law on Personal Data and Its Protection) from "Trade Secrets/Confidential Information." Add express carve‑outs for information subject to personal‑data consent, public domain, independently developed information, and legally compelled disclosure.
Trade‑secret protection: Add an obligation on the disclosing party to mark materials and on the receiving party to implement and maintain technical and organizational security measures (passwords, limited access, secure storage). These evidentiary steps are essential in Kazakhstan courts.
Employment and non‑competition: Avoid blanket restraints. If you include a post‑termination restriction for employees, make it time‑limited, geographically reasonable, and provide express compensation if required under the Labour Code or local practice.
Electronic signatures and execution: Reference Kazakhstan law on electronic documents and e‑signature to permit qualified electronic signatures for execution, and include instructions for exchange of signed scanned copies if needed.
AIFC option: Provide optional clauses for parties that prefer to submit disputes to the AIFC Court and AIFC Arbitration Centre (English governing law available for eligible parties), which can be attractive for foreign investors and cross‑border matters.
Whistleblowing and legal disclosures: Include an explicit carve‑out permitting disclosures required by law, regulatory reporting, or internal/external whistleblowing (also necessary to align with public‑interest reporting and personal data rules).

Who needs this document?

User Persona	Usage Scenario	Key Kazakhstan Benefit
Local tech startup	Pitching to strategic partner or investor	NDA ties confidentiality to demonstrable security measures required by courts
Manufacturer	Sending prototypes to a factory	Prevents misuse while addressing personal data of suppliers/employees
Employer	Hiring senior managers	Limits scope of post‑employment restraints and adds compensation language if needed
International buyer	M&A due diligence	Option to choose AIFC jurisdiction for stronger cross‑border enforcement

How to execute a valid Kazakhstan NDA (practical steps)

Define the purpose precisely and mark materials "CONFIDENTIAL" at the time of disclosure. Courts look for contemporaneous markings.
Require the recipient to maintain technical and organizational measures (passwords, logging, restricted access). Keep copies of policies as evidence.
Address personal data explicitly: identify categories, lawful bases, and any required consents or local processing obligations and restrictions.
Sign with an agreed method: physical signatures, qualified electronic signatures, or AIFC‑approved electronic execution for international contracts. Exchange fully signed executed copies before sharing sensitive information.

Already Receiving NDAs from Clients?

When you receive an NDA in Kazakhstan, check for unsupported foreign non‑compete language, missing data‑processing safeguards, vague definitions that could force you to mishandle personal data, and whether the forum selection makes enforcement practical. Contract Analyze automates clause detection and highlights Kazakhstan‑specific risks so you can negotiate faster.

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