Are NDAs legally binding in Mexico? A guide for employers [2025]

Yes, an NDA is a legally binding contract that's enforceable in Mexico. It's important to stay up-to-date on employment laws and other regulations that could impact NDAs since the laws around them can change over time.

The enforceability of a cross-border NDA can vary depending on the laws and regulations of the countries involved. While an NDA from Mexico may offer some level of protection in other countries, its enforceability can be subject to local legal considerations and requirements.

In general, whether an NDA can be enforced overseas depends on the choice of law, jurisdiction, and compatibility with local laws. A country that recognizes foreign judgments may be more likely to recognize the validity of a foreign NDA.

An NDA in Mexico can cover a wide range of information that is considered confidential or proprietary. The specific information that can be covered by an NDA may vary depending on the agreement's terms and the needs of the parties involved. Here are some examples of the types of information that are commonly covered by NDAs in Mexico:

• Trade secrets. NDAs often include provisions to protect trade secrets, which can encompass valuable and non-public information such as manufacturing processes, formulas, technical know-how, customer lists, marketing strategies, or financial data.
• Intellectual property. Confidentiality obligations can extend to protect various forms of intellectual property, including inventions, patents, designs, copyrights, and trademarks.
• Business plans and strategies. Information related to business plans, marketing strategies, product development plans, financial projections, and expansion plans can be considered confidential and covered by an NDA.
• Client or customer information. NDAs can include provisions to protect sensitive client or customer information, such as personal data, contact details, purchasing history, or other proprietary information related to the parties' business relationships.
• Technical information. NDAs can cover technical specifications, drawings, schematics, software code, algorithms, research data, or other technical information that is not publicly available.
• Financial information. Confidential financial data, including financial statements, budgets, pricing structures, revenue figures, or cost information, can be protected under an NDA.

Some information cannot be covered by an NDA, including:

• Anything already publicly known
• Anything in the public domain or interest
• Whistleblower information pertaining to illegal activity by a company
• Personal data belonging to the parties in the NDA

An NDA can be used in any situation where it is necessary to protect confidential information. Here are some common scenarios in which an NDA may be appropriate:

• When entering into a partnership or collaboration with another individual or company, an NDA can be used to protect sensitive information shared between the parties, such as trade secrets, proprietary technology, business plans, or customer lists.
• When entering into a relationship with an employee or contractor who will have access to confidential information as part of their work. This helps ensure that sensitive company information remains confidential and is not disclosed or misused by the individuals involved.
• During merger or acquisition negotiations, an NDA can be used to facilitate the sharing of confidential financial, operational, and strategic information between the parties involved, protecting sensitive data during the due diligence process.
• When engaging in technology or software development projects with external parties, an NDA can safeguard proprietary technology, source code, algorithms, or other confidential information related to the project.
• To protect business plans, financial projections, intellectual property, or any other sensitive information shared with potential investors.

Yes. Non-disclosure agreements may also be called confidentiality agreements (CAs), confidential disclosure agreements (CDAs), proprietary information agreements (PIAs), or secret agreements or secrecy agreements (SAs).

No, an NDA is not the same as a non-compete agreement (also called a non-competition or non-solicitation agreement) in Mexico. While both types of agreements are often used in business settings, they serve different purposes and have distinct legal implications.

An NDA is a contract that establishes confidentiality obligations between parties. Its primary purpose is to protect sensitive or proprietary information from being disclosed to third parties or the public. NDAs restrict the recipient from sharing or using confidential information for unauthorized purposes but typically do not impose restrictions on competition or future employment.

A non-compete agreement is a contractual provision that restricts a former employee's ability to compete with a company or engage in certain activities that may be considered competitive for a specified period of time and within a specific geographic area. Non-compete agreements aim to prevent individuals from competing directly with their former employer or using proprietary information or trade secrets to gain an unfair advantage in the market.

Non-compete agreements are against the Mexican Constitution and can be difficult, if not impossible, to enforce in the country.

For the most part, yes—NDAs are typically meant to protect employers by preventing employees and contractors from sharing confidential information (like trade secrets) with competitors. When used in that context, they are ethical.

However, there have been cases where NDAs have been used more dubiously—to impede freedom of speech, silence whistleblowers, and prevent victims of harassment and discrimination from speaking out after a settlement agreement, for example. In cases like these, NDAs are not ethical and are receiving increased scrutiny in many countries around the world.