Entente de non-divulgation (Québec)

A Quebec Non-Disclosure Agreement (Entente de non-divulgation) is a legally binding contract governed by the Code civil du Québec (CCQ) that protects confidential information shared between parties. Unlike NDAs used in other Canadian provinces, which operate under common law principles, Quebec's NDA is rooted in the province's civil law tradition derived from French civil law. The agreement is drafted entirely in French to comply with Quebec's Charter of the French Language and Bill 96, which requires that commercial agreements be available in French for Quebec-based parties. This type of agreement creates contractual obligations under articles 1371 to 1707 of the CCQ, establishing a framework for the protection of trade secrets, proprietary business information, financial data, intellectual property, and other sensitive materials. The CCQ's unique good faith requirement under article 1375 means that both parties are legally obligated to perform their obligations honestly and fairly throughout the duration of the agreement. A Quebec NDA can be unilateral, protecting one party's information, or mutual (bilateral), protecting both parties' confidential information simultaneously.

You need a Quebec Non-Disclosure Agreement whenever you are sharing confidential business information with another party in the province of Quebec or when Quebec civil law governs the relationship. Common scenarios include exploring a potential business partnership with a Quebec-based company, hiring employees or independent contractors who will have access to proprietary information, engaging in merger and acquisition discussions where sensitive data must be exchanged, sharing trade secrets with potential investors or licensees, collaborating on product development or research projects, presenting business plans to venture capital firms or financial institutions, and engaging consultants who will access confidential systems. It is particularly important to use a Quebec-specific NDA rather than a generic Canadian NDA because Quebec's civil law has unique features affecting enforceability, including the mandatory good faith obligation under article 1375 CCQ, specific contractual interpretation rules under articles 1425-1432 CCQ, and distinct remedies for breach.

Key elements of a Quebec NDA include several essential clauses ensuring validity under the Code civil du Québec. The agreement must clearly define confidential information, including specific categories such as trade secrets, financial data, client lists, intellectual property, and technical information. Obligations of the receiving party must detail the duty to maintain strict confidentiality, restrictions on use and disclosure, and the requirement for representatives to comply. Standard exclusions cover publicly available information, independently developed information, and court-ordered disclosures. The duration clause establishes the agreement's term and survival period. A good faith (bonne foi) clause referencing article 1375 CCQ is essential as a mandatory requirement distinguishing Quebec agreements from common law NDAs. Remedies should address injunctive relief under the Code of Civil Procedure of Quebec and potential liquidated damages. The governing law clause must specify Quebec law and Quebec court jurisdiction. Optional provisions include non-solicitation restrictions that must be reasonable under article 2089 CCQ, and provisions for return or destruction of confidential materials.