CONFIDENTIALITY AND NDAS IN POLAND

We do not sign NDAs because we doubt our team, our procedures, or our professionalism. We sign them because we are completely confident in all of these — and we want our Clients to see that.

NDA with contractual penalty? Yes, we do accept it.

We are a Polish law firm advising foreign companies, international investors and SMEs operating in Poland. We understand that confidentiality is not a formality — it is a fundamental business requirement. Sensitive commercial information, strategic plans, internal disputes, shareholder conflicts or financial data must remain fully protected.

Confidentiality is not only a contractual matter. Under Polish law, attorneys are bound by strict professional secrecy obligations. This statutory duty, combined with GDPR compliance and internal security procedures, forms the foundation of how we protect client information in every legal engagement.

NDA with Contractual Penalty – A Clear Allocation of Risk

We do not want to put anyone in the uncomfortable position of having to prove damages in court in order to recover losses caused by a breach of confidentiality. For that reason, we are prepared to sign a comprehensive Non-Disclosure Agreement (NDA) at the outset of cooperation. It includes a clearly defined contractual penalty mechanism where appropriate.

Under Polish law, a contractual penalty (kara umowna) simplifies enforcement: the injured party does not need to prove the precise amount of damage, only the fact of breach. In cross-border business relations, this predictability is often essential.

We are ready to agree on reasonable and proportionate penalty clauses reflecting the scale and nature of the project. This is not a symbolic gesture — it is a transparent allocation of risk and responsibility.

Such clauses are standard in international business practice, and we have no hesitation in accepting them within a professionally structured framework. Our professional liability insurance (EUR 2.5 million), which also covers contractual liability, provides an additional layer of financial security and ensures that any agreed responsibility is effectively backed by insurance coverage.

How We Protect Confidential Information

Our approach is simple and disciplined:

• we protect all data with strict internal protocols and controlled access systems,
• only authorised lawyers and team members involved in a specific matter have access to case materials,
• we maintain structured and traceable document management procedures,
• we apply GDPR-compliant data protection standards,
• we understand the commercial and litigation consequences of any breach of confidentiality.

In many disputes — especially commercial and corporate conflicts — improper handling of confidential information becomes a separate legal risk and may escalate the conflict itself. This is particularly relevant in M&A transactions, during Due Diligence processes, and in shareholder disputes, where access to sensitive financial and strategic data is central to the matter. Our role as legal advisors in Poland is not only to resolve disputes, but to prevent additional exposure.

Confidentiality as Part of Professional Ethics and Legal Services in Poland

Foreign clients often tell us that what they value most is not only legal expertise, but also discretion, predictability and accountability. We share this view.

Signing an NDA with a clearly structured contractual penalty is not a burden — it is a natural extension of:

• our statutory professional secrecy obligations under Polish law,
• our experience in cross-border legal services,
• our understanding of international compliance standards,
• and our commitment to secure, trustworthy cooperation.

If your business requires absolute discretion when operating or investing in Poland, we are prepared for it. Safeguarding your information is not just part of our work — it is a principle we stand by.

Contact Our Law Firm in Poland

Do you want to know how we work, discuss confidentiality arrangements, or request an offer for legal services? Feel free to contact us.

A conversation about the terms of cooperation is an opportunity for both sides to define expectations clearly and build a solid foundation of trust.

📩 kancelaria@jakubieciwspolnicy.pl
📞 +48 536 270 935

We know that confidentiality is the foundation of the attorney–client relationship worldwide. That is why we look to the highest international standards — such as the ABA’s guidance on confidentiality https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/(americanbar.org in Bing — to ensure that our Clients receive the same level of protection.

NDA with contractual penalty. Frequently Asked Questions (FAQ)

1. Can you send us your NDA template?

Yes, of course. Please contact us and we will gladly provide a draft of our Non-Disclosure Agreement. For us, clear confidentiality terms are a foundation of professional cooperation.

2. Does your insurance cover contractual obligations such as NDA penalties?

Yes. Our professional liability insurance, up to EUR 2.5 million, also covers contractual liability, including obligations arising from agreed contractual penalties. This ensures that our commitments are financially secured.

3. Does the leader of your law firm bear personal liability toward clients?

Yes. Advocate Dr Andrzej Jakubiec, the founder of our law firm, bears full and unlimited personal liability for obligations toward our Clients. This reflects our approach to responsibility and professional integrity.

4. Is signing an NDA standard practice on the Polish legal market?

No. Many law firms in Poland are still reluctant to sign NDAs with contractual penalties. We are proud to do so. In our view, accepting clearly defined confidentiality obligations is a natural element of modern legal services for international business.

NDA in Poland – Jakubiec & Partners Key Standards, Risks & Protections

Element	What it Means in Practice	Why It Matters	Our Standard
Confidential Information Definition	Precise scope: documents, data, strategies, financials, disputes, IP, internal processes.	Eliminates ambiguity and prevents loopholes in enforcement.	We define it narrowly, measurably, and in a way enforceable in cross‑border settings.
Contractual Penalty (Kara Umowna)	Fixed amount or proportionate penalty payable upon breach—no need to prove damages.	Predictability and fast enforcement, especially for foreign companies.	We accept reasonable penalties; our EUR 2.5M insurance covers contractual liability.
Professional Secrecy	Statutory attorney–client confidentiality under Polish law.	Stronger than any NDA clause; breach is a disciplinary and legal offence.	We combine statutory secrecy + GDPR + internal protocols for maximum protection.
GDPR & Data Security	Controlled access, encrypted storage, documented procedures, traceability.	Reduces risk of data leaks and regulatory exposure.	Only authorised team members access files; full audit trail and secure systems.
Scope & Duration	Clear timeframe, permitted use, and persons allowed to access information.	Prevents misuse and “scope creep” after project completion.	We set realistic, enforceable durations aligned with business risk.
Exclusions	Public info, independently developed data, disclosures required by law.	Avoids disputes over information that cannot be kept confidential.	We draft exclusions precisely to avoid abusive interpretations.
Return/Destruction of Data	Obligatory return or deletion of materials after cooperation ends.	Ensures no residual data remains in circulation.	We follow strict internal off‑boarding and data‑destruction procedures.
Liability & Insurance	Financial responsibility for breach + insurance coverage.	Guarantees real, not symbolic, protection.	EUR 2.5M professional liability insurance covering contractual liability.
Cross‑Border Predictability	Alignment with international standards (EU, UK, US practice).	Essential for investors and foreign companies entering Poland.	We draft NDAs compatible with international expectations and Polish enforcement.

You can read about us here: https://jakubieciwspolnicy.pl/en/english-speaking-lawyer-in-poland-commercial-litigation-expert/

If you are courious, how do we perceive the shareholders disputes in modern conflict environment, read these two articles:

COUPLED CONFIRMATION BIAS – MY CONCEPT

What Does J. Mearsheimer Teach Us About Shareholders Conflicts?