A Mozambique Non-Disclosure Agreement (NDA) is a contract under Mozambican civil law that creates contractual duties of secrecy over business information, know‑how and trade secrets. In Mozambique these duties must be drafted with attention to the Código Civil, labor protections in the Código do Trabalho, the Lei das Transacções Electrónicas (for e-signatures and electronic evidence), and local rules on prescription (statute of limitations).

What is a Mozambique NDA?

Definition: A Mozambique NDA is a bilateral or unilateral contract that obliges a Receiving Party to keep certain information confidential and limits its use. Under Mozambican civil-law doctrine (Código Civil), confidentiality obligations arise from contractual autonomy but are interpreted against public policy and statutory protections such as labour law and consumer protection.

Unlike some common-law jurisdictions where NDAs are often litigated under federal trade-secrets statutes, Mozambique relies primarily on civil liability (contractual and tort) and intellectual property/industrial property principles to protect secrets. Electronic execution and admissibility are governed by the Lei das Transacções Electrónicas, which makes properly authenticated electronic NDAs enforceable in court.

Why Generic NDAs Are Dangerous in Mozambique

Many online templates assume U.S./common-law defaults. In Mozambique three local traps routinely produce surprising outcomes:

1. Prescription (statute of limitations) can extinguish claims. Under Mozambican civil-law rules, contractual or delictual claims are subject to prescriptive periods. If your NDA does not preserve your right to timely legal action—by specifying applicable law, venue, and a short notice-and-cure mechanism—you may find your right to sue time-barred.
   
2. Employment law limits secrecy. The Código do Trabalho places mandatory protections on workers and can render abusive confidentiality obligations unenforceable if they unreasonably restrict an employee's ability to earn a living or to report labour and criminal offences to authorities. Drafting NDAs for employees therefore requires balancing secrecy with statutory employee rights.
   
3. Electronic formalities matter. Mozambique's Lei das Transacções Electrónicas recognizes electronic signatures and records, but the agreement must meet formal requirements to be admitted as evidence. Using vague or non‑authenticated e‑signatures can create proof problems in court.

Paradigm-shifting insight (unique to Mozambique): the “prescription trap.” Because the Civil Code treats contractual claims and certain torts differently, failure to include contractual notice periods, express accrual rules for breach, and a choice-of-law clause that selects Mozambican law (and the correct prescriptive windows) can cause a perfectly drafted NDA to lose all remedial bite simply because the statutory prescriptive period has passed. In practice, parties must combine prompt notice and short cure periods with active monitoring and litigation timelines to preserve rights.

Recent development / case study

A growing body of practice from Mozambican commercial courts has emphasized prescription and employee-labour protections in confidentiality disputes. Recent appellate rulings have refused to enforce extremely broad employment NDAs that attempted to bar ex-employees from using general skills or from reporting labour inspections—a clear sign that NDAs in employment contexts must be narrowly tailored and cannot displace public policy obligations. (See local labour court decisions interpreting Código do Trabalho protections and the admissibility of e-signed contracts under the Lei das Transacções Electrónicas.)

Key Clauses — adapted for Mozambique practice

• Purpose and Scope: Define a narrow, specific purpose for disclosure. Broad “business discussions” language increases the risk of unenforceability and complicates prescription calculations.
  
• Confidential Information Definition: Distinguish (a) general confidential information (time-limited, e.g., 2–5 years) and (b) bona fide trade secrets / know‑how (protected while secret). This reflects civil-law emphasis on objectivity and proportionality.
  
• Exclusions: Explicitly carve out (i) public information, (ii) independently developed information, (iii) items lawfully known beforehand, and (iv) disclosures required by authorities (labour inspectors, courts, tax authorities).
  
• Employee-specific Riders: For employment NDAs, include limited duration, specify permissible post‑employment activities, and avoid blanket non-compete language unless local labour law and compensation rules are observed.
  
• Electronic Execution Clause: Reference the Lei das Transacções Electrónicas and specify the acceptable forms of electronic signature (e.g., advanced or qualified electronic signatures where available) to ensure admissibility.
  
• Notice & Cure + Accrual Clauses: Require written notice of suspected breach and a short cure period before litigation—this helps preserve claims within civil prescriptive windows.
  
• Governing Law & Jurisdiction: State Mozambican law (Código Civil and Código do Trabalho) and select competent courts; this clarity helps avoid surprises on prescription.

Who Needs This Document?

How to Execute a Valid Mozambique NDA

Step 1 — Choose unilateral vs mutual: One-way if only you disclose; mutual when both sides exchange technical or commercial information.

Step 2 — Be specific on Purpose: Define the project, dates and permitted uses. Specificity avoids overbreadth and supports enforceability.

Step 3 — Preserve your remedies: Add notice-and-cure language and explicitly state governing law to manage prescription timing under the Código Civil.

Step 4 — Sign properly: Use an authenticated electronic signature consistent with the Lei das Transacções Electrónicas or a wet ink signature with proper identification. Keep copies and metadata.

Receiving an NDA from a Client?

When a client sends you an NDA, watch for clauses that: (1) impose indefinite secrecy without compensation, (2) attempt to transfer liability for the disclosing party's unlawful acts, or (3) bar reporting to authorities. Use Contract Analyze to identify risky clauses, compare them to Mozambique law, and get negotiation pointers instantly.