Confidentiality Clause in Dutch Employment Law

Eva Jongepier - employment lawyer in the Netherlands
April 23rd, 2026

Confidentiality Clause (Geheimhoudingsbeding) in Dutch Employment Law

A geheimhoudingsbeding (confidentiality clause) prohibits the employee from disclosing confidential information belonging to the employer, both during and after the employment relationship. Unlike the concurrentiebeding (non-competition clause) and relatiebeding (non-solicitation clause), the confidentiality clause does not require a written employment contract to be valid - it may also derive from the employee's duty of good employeeship under Article 7:611 of the Dutch Civil Code, which implies a certain degree of confidentiality even without an express clause. However, a well-drafted written clause provides greater certainty and typically includes a penalty (boetebeding) for breach.

The clause should define what constitutes confidential information with sufficient precision. A provision stating that all information about the employer is confidential is very broad; courts may limit its scope to information that is genuinely not public and in respect of which the employer has a legitimate interest in secrecy.

Wet Bescherming Bedrijfsgeheimen

Since 2018, the Netherlands also has the Wet bescherming bedrijfsgeheimen (Trade Secrets Act), implementing EU Directive 2016/943. This Act provides a statutory basis for protecting trade secrets independently of any contractual clause. A trade secret under the Act must: (1) not be generally known or readily accessible in the relevant business circles; (2) have commercial value because it is secret; and (3) be subject to reasonable measures by its holder to keep it secret. Misappropriation of a trade secret entitles the holder to injunctive relief and damages.

Confidentiality and whistleblowing under Dutch law

A confidentiality clause does not override the employee's rights under the Wet bescherming klokkenluiders (Whistleblower Protection Act). An employee who discloses confidential information as part of a protected whistleblower report cannot be held in breach of the confidentiality clause - the Act specifically provides immunity for such disclosures. Employers should not attempt to weaponise confidentiality clauses against legitimate whistleblowers. See our pages on whistleblower protection, non-solicitation clauses, and penalty clauses. Consult an employment lawyer in the Netherlands for drafting or enforcement. an employer who failed to include a confidentiality clause is not entirely without recourse: depending on the circumstances, the disclosure or misuse of confidential information may constitute a tort under Article 6:162 of the Dutch Civil Code, enabling an action against the former employee and potentially against a new employer who knowingly exploits the information. Additionally, the duty of good employeeship under Article 7:611 of the Dutch Civil Code implies a degree of confidentiality even in the absence of an express clause.

Frequently Asked Questions

Does a confidentiality clause survive the end of the employment contract?

Yes, if the clause states that it applies post-employment (and most well-drafted clauses do). Unlike the concurrentiebeding, a post-employment confidentiality obligation does not require special justification for fixed-term contracts and does not attract the same Article 7:653 of the Dutch Civil Code formality requirements. However, its duration must be reasonable - indefinite post-employment confidentiality may be challenged where the information loses sensitivity over time.

Can an employer invoke the confidentiality clause to prevent an employee from reporting misconduct to regulators?

No. Reporting misconduct to the relevant supervisory authority - such as the AFM, DNB, Inspectie SZW, or other regulators - is protected under both the Wet bescherming klokkenluiders and regulatory law. The confidentiality clause cannot be invoked to prevent such reports, and any attempt to do so itself may constitute obstruction. The employer's legitimate interest in confidentiality must yield to the public interest in proper regulatory oversight.

What constitutes 'confidential information' under a geheimhoudingsbeding?

The clause should define this specifically: customer lists, pricing strategies, technical specifications, business plans, financial projections, and HR data are typical examples. Information that is already publicly known, or that the employee knew before starting employment, cannot be protected. Courts will not enforce a confidentiality clause against information the employee is entitled to use by reason of their general professional knowledge and skills (the so-called vakkennis exception).

What damages can the employer claim if an employee breaches a confidentiality clause?

The employer may claim the contractual penalty set out in the boetebeding, actual damages suffered (lost business, damage to client relationships), and an injunction to prevent further disclosure. If the breach involves misappropriation of a trade secret, the Wet bescherming bedrijfsgeheimen provides additional remedies including recovery of unjust enrichment and destruction of documents containing the secret information.