Trade Secrets Protection in Poland: Contractual and Organisational Safeguards for Employers

Protecting trade secrets in Poland has become a strategic priority for both domestic and foreign investors. In an economy driven by innovation, sensitive data, algorithms, client lists and manufacturing processes can be more valuable than physical assets. At the same time, increased employee mobility, remote work and cross-border cooperation significantly raise the risk of unlawful disclosure or misappropriation of confidential information.

Polish law offers a robust, EU‑harmonised framework for trade secret protection, but achieving effective compliance requires more than just correct legal definitions. Employers operating in Poland must combine contractual safeguards with well‑designed organisational measures and technical security. Only this integrated approach meets the expectations of courts, regulators and international counterparties – and ultimately determines whether sensitive know‑how will be protected in practice.

As a corporate and international lawyer advising foreign investors, I see one recurring pattern: companies often invest heavily in technology, yet underestimate the importance of precise confidentiality clauses, internal procedures and evidence‑friendly documentation. The following guide explains how to build a coherent system of trade secrets protection in Poland, aligned with EU standards and compatible with global compliance policies.

What is a trade secret under Polish and EU law?

Under Polish law, aligned with the EU Trade Secrets Directive (2016/943), a trade secret is any technical, technological, organisational or other information of economic value that is not generally known or easily accessible and in respect of which the holder has taken reasonable steps to keep it confidential. This definition is implemented primarily in the Polish Act on Combating Unfair Competition.

The reference to “reasonable steps” is crucial. Courts consistently emphasise that even highly valuable information will not be protected as a trade secret if the rights holder does not implement adequate organisational and contractual safeguards. In practice, this means that your internal policies, IT security and HR documentation are not optional; they are a legal precondition for protection.

In cross‑border contexts, this definition is broadly compatible with standards known from other EU jurisdictions and comparable common law concepts of “confidential information”. For international employers, this facilitates the design of group‑wide compliance frameworks, provided that Polish law specifics are properly integrated in employment contracts and internal regulations.

Why do employers in Poland need a structured trade secrets strategy?

Employers in Poland operate in a competitive market characterised by dynamic M&A activity, rapid technological development and significant employee mobility. Key staff frequently move between competitors, carry out side projects or cooperate as contractors for different entities simultaneously. Without a coherent trade secrets protection strategy, this environment creates material legal and business risks.

A structured approach provides several advantages. It strengthens the company’s position in disputes before Polish courts, facilitates obtaining interim injunctions and increases the chances of successful claims for damages. It also sends a clear signal to business partners, investors and regulators that the organisation treats confidential information with due care, which is particularly relevant in regulated sectors such as finance, life sciences or IT.

From a corporate governance perspective, a formalised trade secrets framework is also an important element of risk management and ESG‑oriented compliance. Boards and foreign parent companies expect that Polish subsidiaries adopt comparable standards of information security and documentation, enabling consistent reporting and oversight.

Key sources of law: which Polish regulations govern trade secrets protection?

The core legal basis for trade secrets protection in Poland is the Act on Combating Unfair Competition (ustawa o zwalczaniu nieuczciwej konkurencji). It defines a trade secret, sets out acts of unfair competition related to unlawful disclosure or use, and provides for civil‑law remedies such as injunctions, damages and publication of corrective statements.

Important complementary regulations are contained in the Labour Code, particularly provisions on the employee’s duty of loyalty and confidentiality, and on non‑competition agreements. In certain sectors, specific statutes (e.g. in banking, capital markets, public procurement or data protection) impose additional confidentiality obligations and security requirements.

Criminal law also plays a role: in aggravated cases, unlawful disclosure of a trade secret may constitute a criminal offence under the Polish Penal Code. However, in practice, employers most often rely on civil‑law contractual safeguards and organisational measures, as these can be tailored to the company’s specific risks and are more flexible in cross‑border commercial relations.

What counts as “reasonable steps” to protect confidential information?

The concept of “reasonable steps” is deliberately technology‑neutral and context‑dependent. Polish courts analyse whether, in the circumstances of a particular business, the employer has implemented a coherent set of contractual, organisational and technical measures ensuring that access to confidential information is effectively restricted and controlled.

Typically, these steps include: clear internal classifications of information, confidentiality clauses in employment and contractor agreements, IT access management (logins, passwords, role‑based permissions), physical security of premises, and documented procedures for onboarding and offboarding staff. The absence of such measures is often interpreted as a lack of due care, which may exclude trade secret status.

For foreign investors, it is essential to verify whether their global policies are actually implemented at the level of the Polish entity and whether this can be evidenced in a potential dispute. Written policies stored on a server abroad but not communicated to staff in Poland will rarely meet the “reasonable steps” threshold in the eyes of a local court.

Which contractual clauses should employers include in Polish employment contracts?

Employment contracts in Poland should contain explicit, well‑structured confidentiality obligations. Relying solely on general statutory duties of loyalty is risky. In practice, employers introduce dedicated clauses covering the definition of confidential information, scope of use, prohibition on disclosure and return or destruction of materials upon termination.

It is advisable to align the contract wording with the statutory definition of a trade secret, while at the same time using a broader, pragmatic concept of “confidential information” to capture data that may not fully meet the legal test but is still commercially sensitive. The clauses should clearly state that the duty of confidentiality applies during the employment relationship and, in an appropriate scope, after its termination.

For international groups, Polish employment contracts can reference internal policies or codes of conduct, provided those documents are properly incorporated and made available in a language understood by the employee. This creates a flexible framework that can be updated without renegotiating every contract, while preserving strong contractual safeguards under Polish law.

How to use NDAs and confidentiality agreements with employees and contractors?

Beyond standard employment contracts, employers operating in Poland should routinely use non‑disclosure agreements (NDAs) with key employees, managers and external contractors. NDAs allow for a more detailed and project‑specific definition of confidential information, include tailored security requirements and provide for contractual penalties or liquidated damages where permitted.

In the case of contractors, consultants and IT suppliers, a stand‑alone NDA or confidentiality clause in the master services agreement is often the only legal basis for imposing robust secrecy obligations. Polish courts assess such agreements using general principles of contract law and unfair competition legislation, placing emphasis on clarity of terms and proportionality of sanctions.

When negotiating NDAs in an international environment, parties must consider potential conflicts of law and jurisdiction clauses. From the employer’s perspective, it is often beneficial to ensure that disputes on misuse of trade secrets in Poland can be adjudicated by Polish courts, which are familiar with the local statutory framework and evidence standards.

Non‑compete clauses in Poland: when and how can they support trade secret protection?

Non‑compete clauses are a powerful but regulated instrument under Polish labour law. During employment, a non‑compete obligation may be imposed without additional compensation, provided it is proportionate and clearly defined. After termination, a non‑compete agreement must be concluded in writing and provide the employee with remuneration of at least 25% of previous salary for the entire duration of the restriction.

From a trade secrets perspective, post‑termination non‑compete agreements can significantly reduce the risk of immediate transfer of key know‑how to a direct competitor. However, they must be carefully drafted to remain enforceable: limited in time, territory and scope of prohibited activities, and objectively justified by the employer’s legitimate interest in protecting specific confidential information.

In cross‑border structures, it is essential to align Polish non‑compete agreements with group HR policies, while respecting local mandatory rules. Overly aggressive restrictions inspired by other jurisdictions may be struck down or limited by Polish courts, undermining the intended contractual safeguards.

What organisational policies should be implemented inside the company?

Effective trade secrets protection in Poland requires more than just clauses in contracts. Employers should adopt and implement clear internal policies on information classification, access rights, document handling and incident response. These should cover both physical and digital environments, including the growing area of remote and hybrid work.

A practical approach starts with identifying categories of confidential information (e.g. “internal”, “confidential”, “strictly confidential”) and defining who may access each category and under what conditions. Policies should regulate printing, copying, storage on portable media, use of private devices (BYOD) and cloud solutions. Training programmes and periodic reminders significantly increase employee awareness and compliance.

Equally important is having a documented procedure for managing breaches or suspected incidents. This should specify the roles of HR, IT, legal and management, timelines for internal investigation, as well as criteria for notifying authorities or contractual partners where required. Such organisational measures often determine whether the company can react swiftly enough to prevent further damage.

Technical and IT safeguards: how far should employers go?

Technical and IT measures are a central element of modern confidential information safeguards. Polish law does not prescribe specific technologies, but expects solutions adequate to the nature and scale of the business. At a minimum, this usually includes access control systems, strong authentication, encryption of sensitive data and logging of user activities in critical systems.

Advanced employers use data loss prevention (DLP) tools, rights management services and anonymisation or pseudonymisation techniques. These technologies reduce the risk of unauthorised copying or transmission of trade secrets and generate logs which may be invaluable evidence in disputes. However, implementation must remain compliant with data protection regulations and employee privacy standards.

For international organisations, harmonising IT safeguards across jurisdictions improves efficiency, but local specifics must be respected. In Poland, cooperation between IT and legal/compliance departments is essential to ensure that technical tools correspond to the requirements of unfair competition law, labour regulations and sector‑specific obligations.

How to respond to a suspected trade secrets breach in Poland?

When a breach or suspected misappropriation occurs, the employer’s reaction in the first hours and days is critical. A well‑designed incident response plan should provide for immediate technical measures (blocking access, securing logs, backing up key systems), internal interviews and legal analysis of available remedies under Polish law.

Depending on the circumstances, the company may seek interim injunctions from civil courts to prohibit further use or disclosure of trade secrets, secure evidence or freeze certain assets. In parallel, claims for damages and corrective statements can be prepared. In particularly serious cases, especially when criminal activity is suspected, notifying law enforcement authorities may be appropriate.

Practical experience shows that success in litigation is highly dependent on the quality of documentation and the demonstrable existence of prior organisational and contractual safeguards. Employers who can show that they systematically protected their confidential information are significantly more likely to obtain effective legal relief.

Cross‑border transactions and due diligence: what should foreign investors check?

In M&A deals and joint ventures involving Polish targets, the value of the transaction often rests on access to software, know‑how and client relationships – all of which are closely linked to trade secrets protection. Due diligence should therefore include a thorough review of employment contracts, NDAs, non‑compete agreements and internal policies of the Polish entity.

Key questions include: whether employees with access to sensitive information have valid and enforceable confidentiality obligations; whether organisational policies reflect current business practice; and whether past incidents revealed structural weaknesses. Investors should also verify compliance with sector‑specific regulations that affect the handling of confidential information.

Where gaps are identified, transaction documentation should provide for clear post‑closing remedial actions, including updating contractual safeguards and strengthening organisational and technical measures. Integrating the Polish entity into the group‑wide trade secrets framework should become a priority in the first 100 days after closing.

Why cooperate with a specialised Polish law firm on trade secrets protection?

Designing and implementing an effective system of trade secrets protection in Poland requires not only knowledge of statutory provisions, but also a practical understanding of court practice, HR realities and technological developments. Cooperation with an experienced local law firm helps to translate global compliance standards into solutions tailored to the Polish legal and business environment.

Kancelaria Kopeć Zaborowski Adwokaci i Radcowie Prawni supports employers and foreign investors in building comprehensive contractual and organisational frameworks for protecting confidential information. This includes drafting and negotiating employment documentation, NDAs and non‑compete agreements, preparing internal policies and conducting training, as well as representing clients in disputes over misappropriation of trade secrets.

For international organisations planning or expanding operations in Poland, engaging specialised counsel significantly reduces legal and reputational risks, while ensuring that corporate know‑how and innovation remain adequately safeguarded. A proactive strategy is invariably more cost‑effective than litigation after a serious breach has already occurred.

Conclusion: building a coherent protection system for confidential information in Poland

Polish law offers a solid, EU‑compatible framework for trade secrets protection, but its effectiveness in practice depends on the employer’s own efforts. Combining contractual safeguards (employment contracts, NDAs, non‑compete agreements) with robust organisational policies and modern IT security is indispensable to meet the “reasonable steps” standard and to succeed in potential disputes.

For foreign investors and multinational groups, this means that Polish operations must be fully integrated into global information security strategies, while at the same time respecting local regulatory specifics and court practice. Systematic documentation, regular updates and staff training are essential elements of this process.

Ultimately, investing in a coherent system of confidential information safeguards is not merely a matter of legal compliance. It is a strategic choice that protects the company’s most valuable assets, supports its market position and builds trust among clients, partners and regulators in Poland and beyond.

Bibliography / Sources

• Directive (EU) 2016/943 of the European Parliament and of the Council of 8 June 2016 on the protection of undisclosed know‑how and business information (trade secrets) against their unlawful acquisition, use and disclosure.
• Polish Act of 16 April 1993 on Combating Unfair Competition (Journal of Laws, consolidated text).
• Polish Labour Code (Act of 26 June 1974, Journal of Laws, consolidated text).
• Polish Penal Code (Act of 6 June 1997, Journal of Laws, consolidated text).
• Selected case‑law of Polish common courts concerning trade secrets and unfair competition (publicly available judgments databases).
• OECD, “Protecting Trade Secrets – Recent Jurisprudence and Policy Developments”, OECD Publishing.
• European Commission, “Study on Trade Secrets and Confidential Business Information in the Internal Market”.