Quick summary: A confidentiality agreement draws on specific legal provisions. For an employee, the Código de Trabajo (Labor Code) already requires secrecy for technical, commercial or manufacturing secrets of products whose production the employee participates in, and reserved administrative matters whose disclosure could harm the business (Art. 63 g). Revealing those secrets is grounds for dismissal (Art. 77 e). For businesses, partners or suppliers, the Ley de Propiedad Industrial (Industrial Property Law) protects secreto empresarial (trade secrets) when the conditions include reasonable measures to keep the information secret (Art. 174). The Código Civil (Civil Code) allows agreed damages for breach, capped at the value of the principal obligation (Arts. 1436 and 1440). Article 1574 permits contracting by documento privado (private document).
This is a template, not legal advice. Have a lawyer review the damages amount and the definition of confidential information for your circumstances.
Download the Confidentiality Agreement (Word)
The same file contains two versions, in Spanish:
- Employment (employer and employee): a contractual definition of information, separate from the existing duty under Art. 63 g); return of documents and equipment when employment ends as an agreed term; a period for confidentiality after termination; and reference to the dismissal ground in Art. 77 e). Article 63 c) requires return of unused materials and preservation of tools and implements in good condition. It excludes responsibility for normal deterioration or deterioration caused by a fortuitous event, force majeure, poor quality or defective construction.
- Commercial (between businesses, or with suppliers, consultants or potential partners): unilateral or mutual obligations, permitted purpose, exclusions for public or legitimately previously known information, protective measures (Art. 174 b), duration, return or destruction, an agreed damages clause (Arts. 1436-1441), and jurisdiction.
Confidentiality Agreement — Employment and Commercial (Guatemala 2026)
Download Word template (.docx)Spanish-language template
Legal Basis by Type of Relationship
| Relationship | Provision | What it says |
|---|---|---|
| Employment | Código de Trabajo, Art. 63 g) | Employees must keep technical, commercial or manufacturing secrets of products whose production they participate in directly or indirectly, with greater fidelity the higher their position or responsibility for keeping them, and reserved administrative matters whose disclosure could harm the business |
| Employment | Código de Trabajo, Art. 77 e) | Revealing those secrets is just cause for the employer to terminate the employment contract without liability on its part |
| Employment and commercial | Ley de Propiedad Industrial, Art. 175 a) and b) | Unfair competition: (a) exploiting, without the owner’s permission, a trade secret accessed in breach of a contractual or employment confidentiality duty; (b) communicating or disclosing that secret without the owner’s permission for one’s own benefit, a third party’s benefit or to harm the owner |
| Employment and commercial | Ley de Propiedad Industrial, Art. 176 | Acquisition is considered unfair where it results, among other things, from breach of a contract or other obligation, abuse of trust, bribery, betrayal of confidence, breach of a duty of loyalty or incitement to any of these acts |
| Commercial | Código Civil, Arts. 1436-1441 | A damages clause agreed in advance |
| Criminal | Código Penal (Criminal Code), Arts. 223 and 355 | Revelación de secreto profesional (disclosure of a professional secret); infidelidad (unauthorized disclosure or use of an economically significant secret) |
The employment template leaves the post-employment confidentiality period for the parties to agree; it should not be presented as a statutory duration.
What Counts as Confidential Information Under the Law?
Article 174 of the Ley de Propiedad Industrial requires three elements for a secreto empresarial: (1) commercial value because the information is kept confidential; (2) information that, as a whole or in the precise configuration and assembly of its components, is neither generally known nor readily accessible to people in the circles that normally use that type of information; and (3) “medidas razonables tomadas por su legítimo poseedor para mantenerla secreta” [reasonable measures taken by its lawful holder to keep it secret]. The template includes a clause for the parties to describe their protective measures. It excludes public information and information the receiving party already knew legitimately.
The Agreed Damages Clause (Commercial Version)
| Rule | Article |
|---|---|
| The parties set in advance the amount payable for non-performance, imperfect performance or delay; it compensates for loss and damage | Art. 1436 |
| The creditor may demand performance or agreed damages, not both, except for simple delay or imperfect performance | Art. 1437 |
| For partial, imperfect or delayed performance, the amount must be reduced proportionally; if the parties disagree, the judge sets it | Art. 1438 |
| The creditor need not prove loss, and the debtor cannot avoid payment by proving there was none | Art. 1439 |
| The amount cannot exceed the value of the principal obligation | Art. 1440 |
| The clause cannot secure obligations that cannot be judicially enforced, except in cases expressly provided by law | Art. 1441 |
Employment: What Not to Add
The employment template contains no salary-deducted penalties or waivers of employee rights. It distinguishes existing Labor Code duties from additional agreed terms and leaves a post-employment period to complete. If you need a non-compete clause, consult an employment lawyer; this page does not cover one.
For foreign signatories using an instrumento público (public instrument), the Código de Notariado (Notarial Code) provides for identification, when the notary does not know the grantors, by cédula de vecindad or passport, by two witnesses known to the notary, or by both means if the notary considers it appropriate. A party who does not know Spanish appoints an interpreter, preferably a traductor jurado (sworn translator); if the interpreter cannot sign, a witness signs for them. These are public-instrument provisions, not a passport requirement for every private NDA. See notary fees and notarial protocolization for related procedures.
Related Procedures
- Professional services / independent contractor agreement
- Employment contract
- Franchise contract
- Job handover record (Spanish)
- Termination with and without just cause
- Written disciplinary warning (Spanish)
- Carta poder (power of attorney)
- Apostilling US documents for Guatemala
- Trademark registration
General guidance, not legal advice. Legal sources: the CENADOJ texts of the Código de Trabajo and Código Civil Comentado; the Registro de la Propiedad Intelectual text of Ley de Propiedad Industrial, Arts. 174-176; the OAS copy of the Código Penal; and the CENADOJ Código de Notariado for the public-instrument note. Review of these provisions does not certify that every subsequent amendment to the laws has been checked.