UKRAINE Law and Practice Contributed by: Yaroslav Ognevyuk, AMBASSADORS
employer, particularly where it is developed using the employer’s resources and within the scope of assigned functions. This position is reinforced through employ- ment contracts, internal policies, and confidentiality provisions. In the absence of such structuring, dis- putes may arise as to whether specific knowledge constitutes protected employer information or the employee’s general professional experience. A key distinction is drawn between transferable skills and employer-specific information. Ukrainian courts protect the latter where it is clearly identified and subject to confidentiality measures, while allowing employees to retain and use general knowledge and expertise acquired in the course of their work. For contractors and consultants, no default allocation applies. Rights and control over know-how depend entirely on the terms of the agreement. In joint devel- opment projects, this becomes a central risk area. Without clear provisions on ownership, use, and access, parties may assert competing claims over the same technical solutions. Employees are subject to duties of confidentiality during and, where applicable, after employment, to the extent that information qualifies as confidential. Enforceability depends on how precisely these obli- gations are defined and how effectively they are sup- ported by internal controls. 6.4 Protection Through Contract and Confidentiality In Ukraine, know-how is primarily protected through contractual mechanisms rather than standalone statu- tory rights. The principal tools include non-disclosure agreements, confidentiality clauses in employment and contractor arrangements, and non-use provisions restricting the use of information to agreed purposes. Effective agreements define the scope of confidential information with sufficient precision, establish clear obligations on use and disclosure, and address post- termination restrictions. In technology and develop- ment contexts, contracts also regulate access to source materials, documentation, and intermediate results.
Enforceability depends less on the existence of an NDA than on its precision and alignment with internal practices. Generic or overly broad clauses are often difficult to rely on in disputes. 6.5 Licensing and Assignment In Ukraine, know-how may be licensed or transferred independently of patents or other registered intellec- tual property, provided it is sufficiently defined in the contract. Transactions are typically structured through licensing agreements, technology transfer agree- ments, or broader commercial arrangements. No specific statutory formalities, such as registration or notarisation, are required for know-how licences or assignments. Written form is essential, particularly for establishing the scope of the transferred information, permitted use, and confidentiality obligations. A key issue is identification. Agreements must clearly define the know-how being transferred, often through technical documentation, annexes, or staged disclo- sure mechanisms. Absent such a definition, enforce- ability is compromised, particularly in disputes involv- ing misuse or unauthorised disclosure. 6.6 Reverse Engineering Reverse engineering is not expressly prohibited under Ukrainian law and may be lawful where carried out on products that have been lawfully acquired and are publicly available. In such cases, analysis of technical features through observation, testing, or disassembly is generally permissible. Limits arise where reverse engineering breaches contractual obligations or circumvents confidentiality measures. Where access to a product or information is subject to contractual restrictions, such provisions are enforceable, provided they are clearly defined and proportionate. Disputes focus on whether the information was obtained independently through lawful analysis or derived from protected sources, including confidential documentation or restricted-access materials.
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