Maksym Stepanenko
Managing Partner, Crystal Tax
International client projects since 2012: company structures, tax, immigration, DUNS and NCAGE. 50+ jurisdictions.
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An NDA for startups protects your idea, code and data when you talk to a developer, partner or buyer. It sets out what is confidential, for how long, which exclusions apply and what a breach costs. Download a free NDA template or order a non-disclosure agreement drafted for your deal.
Since 2012 · 50+ jurisdictions · NDAs in English, Ukrainian and Russian · free DOCX template
In brief
- An NDA for startups, or non-disclosure agreement, is a contract under which a party undertakes to keep received information secret and use it only for an agreed purpose. It can be one-way, when only you disclose information, or mutual, when both sides share it.
- Under Ukrainian law, a trade secret is information that is not known or readily accessible and therefore has commercial value, where the person lawfully controlling it has taken reasonable steps under the circumstances to keep it secret (article 505 of the Civil Code of Ukraine). A signed NDA is one of those steps.
- The core of an NDA: a precise definition of confidential information, the purpose of use, the term, exclusions, return or destruction of materials, liability and governing law. If the NDA sets no penalty amount, a breach has to be proven through damages, which is hard.
- For Diia.City residents, Ukrainian law regulates the non-disclosure agreement separately: written form is required, the term and the list of information are essential terms, and compensation for breach can be agreed (article 26 of Law No. 1667-IX). In the US, an employer must include a whistleblower immunity notice under 18 U.S.C. § 1833(b) in an NDA with an employee or contractor; otherwise it loses the right to exemplary damages and attorney fees.
- The free Crystal Tax NDA template covers the basics. We draft turnkey NDAs for an investor, a large partner, foreign governing law or a bilingual text, usually, in our experience, within 1–3 business days.
Your situation
Pick the situation closest to yours: a short route and the first step.
Showing the product to a developer or studio before a contract
A one-way NDA for the negotiation stage: access to the spec, design and data for project evaluation only. First step: a list of what you will show.
Example. A startup is choosing a mobile app contractor among three studios. We prepare a short NDA in English that the studios sign before they receive the spec.
Discuss this case →Sharing data with an integration partner
A mutual NDA: both sides disclose APIs, prices and clients. We set the purpose, the term and a ban on bypassing the partner when working with its clients.
Example. Two IT companies from Ukraine and Poland are testing a joint solution. A bilingual mutual NDA under Ukrainian law with a penalty for breach.
Discuss this case →An investor or buyer asks for data room access
Investors often refuse to sign an NDA at the pitch stage. At due diligence an NDA is appropriate: we limit who gets access, the term and the use of data, and set the return of materials.
Example. A fund reviews a startup before a round. We edit the fund’s NDA: narrow the definition, remove one-sided terms and agree on governing law and court.
Discuss this case →Employees and contractors with access to code and clients
For employees, confidentiality terms go into the employment contract or a separate agreement; for sole proprietors (FOP), into the service contract. A data access policy comes separately.
Example. A team of 12, half of them sole proprietors (FOP). We prepare a single trade secret policy, an NDA for the FOP contractors and an IP assignment agreement for the code.
Discuss this case →A US or EU counterparty sends its own NDA
We check one-sided terms, the term, governing law and court, post-termination obligations and any non-compete hidden in the NDA. We reply with a redline and comments.
Example. A US distributor sent a 10-year NDA under New York law with a ban on working with competitors. We shorten the term and remove the non-compete.
Discuss this case →What to include in an NDA for startups
An NDA works when it makes clear what exactly must stay confidential, from whom, for how long, and what happens after a breach.
- Parties and type. One-way or mutual NDA. Who on the receiving side may get the information: employees, advisers, affiliated companies.
- Confidential information. A list of categories: code, architecture, design, financial data, clients, prices, product plans. How it is marked: a “confidential” label, or everything disclosed within the project.
- Purpose of use. Only to evaluate the deal or perform the contract. Use for the recipient’s own product is expressly prohibited.
- Exclusions. Information that is already public, was known to the recipient before disclosure, was lawfully received from a third party, was developed independently, or is disclosed as required by law or a court with notice to the other party.
- Term. The term of the agreement and how long the obligation lasts after it ends. For trade secrets, the obligation can run for as long as the information stays secret.
- Return and destruction. What the recipient does with the materials when negotiations end, and the deadline for confirming destruction.
- Liability. A penalty for each breach, damages on top of the penalty, and the right to demand that the breach stop.
- Governing law and disputes. Under Ukrainian law, when a deal has a foreign party, the parties may choose the governing law (articles 5 and 43 of the Law of Ukraine On Private International Law). We pick a court or arbitration where the award can actually be enforced.
Common mistakes in an NDA for startups
- “All information is confidential”. A definition this broad is hard to apply in a dispute. A list of categories and a clear marking method work better.
- No exclusions. Without them, the recipient formally breaches the NDA when the information becomes public or a court requests it.
- No penalty amount. Damages from a leaked idea or data are hard to prove; a penalty for breach is easier to calculate.
- A non-compete inside the NDA. A counterparty will refuse to sign a broad ban on working with competitors in an NDA, and a court may not uphold it. We move such terms into a separate agreement and word them narrowly.
- An NDA instead of an IP agreement. An NDA protects information; it does not transfer rights to code or design. With a developer you need both documents.
- Law of a country where the decision cannot be enforced. Choose the governing law and court where the infringer has assets or business.
Free NDA template
A mutual NDA template: definition of confidential information, purpose, exclusions, term, return of materials, penalty and damages, governing law and disputes. It suits negotiations with a partner, contractor or buyer. Fields to fill in are highlighted. Leave your name and e-mail, and the DOCX link opens right away.
NDA template
DOCX in English, Ukrainian or Russian. Free; the link opens right after you submit.
The template covers the basics. For an investor or a foreign partner, order a turnkey NDA.
How we draft an NDA for your deal
The template fits standard negotiations under Ukrainian law. When the counterparty is foreign, sends its own NDA, or a data room before a round is involved, we draft or review the NDA on a turnkey basis.
We need the parties, the purpose of disclosure and the list of information. In our experience, drafting an NDA or reviewing a counterparty’s NDA usually takes 1–3 business days. Timing depends on the case and how negotiations go.
NDA under Ukrainian law, for Diia.City and in the US: reference
| Question | What the law says |
|---|---|
| What a trade secret is under Ukrainian law | Information that is not known or readily accessible, therefore has commercial value, and has been subject to reasonable steps under the circumstances to keep it secret by the person lawfully controlling it: article 505 of the Civil Code of Ukraine |
| Who owns the rights to a trade secret | The person who lawfully designated the information as a trade secret, unless the contract provides otherwise: article 506 of the Civil Code of Ukraine |
| NDA of a Diia.City resident | Written form; may be free of charge and provide for compensation for breach. Essential terms: the term and the list of information. Labor law rules do not apply to an NDA with a resident’s employee: article 26 of Law of Ukraine No. 1667-IX |
| Choice of law | Parties to a contract with a foreign element may choose the governing law: articles 5 and 43 of the Law of Ukraine On Private International Law |
| NDA with an employee or contractor in the US | The employer includes a whistleblower immunity notice: disclosing a trade secret to a government official or an attorney to report a suspected violation of law is not prosecuted. Without the notice, the employer cannot recover exemplary damages and attorney fees under the Defend Trade Secrets Act: 18 U.S.C. § 1833(b). Contractors and consultants count as employees for this rule |
How to order an NDA
Write two or three sentences: who you are negotiating with, what you are disclosing and whether the other side has sent a draft NDA. We will assess the task within a business day and suggest a format: a review of the counterparty’s NDA, a turnkey NDA, or a document package with an IP agreement for the code. The first 10-minute call is free; a detailed 30-minute consultation costs €100.
Other legal services
Sources
Civil Code of Ukraine, articles 207, 505, 506, 549; Law of Ukraine No. 1667-IX On Stimulating the Development of the Digital Economy in Ukraine (Diia.City), articles 25, 26; Law of Ukraine On Private International Law, articles 5, 43; 18 U.S.C. § 1833(b), Defend Trade Secrets Act. Checked and updated on 27.09.2026.
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Frequently asked questions
What is an NDA for startups, in plain words?
What is the difference between a one-way and a mutual NDA?
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