How to create an NDA: Key points to know for Swiss businesses
Whether you’re expanding your team, outsourcing some work to a freelancer, or negotiating a partnership, it’s likely that sensitive details will be shared. For sure, you may rely on verbal agreements. However, they aren’t enough to ensure proper protection of confidential information.
To establish a secure and professional business relationship, signing an NDA is key. Luckily, with the right tool, the preparation of a non-disclosure agreement won’t take you much time. In this article, we want to provide you with all the information you need to create a professional document that will safeguard sensitive information.
What is an NDA?
A non-disclosure agreement is a legal document that is used to protect the details exchanged during professional interactions. Parties sign it to formalise their commitment to maintaining the confidentiality and safeguarding the details with the highest level of care.
The standard duration for this agreement is two or five years. If the receiving party fails to uphold their confidentiality obligations within this timeframe, they will face the defined legal actions.
Is legal guidance required to prepare a simple non-disclosure agreement?
Instead of spending time and money on legal consultations, you can rely on an online NDA that works the same way as the one prepared by a lawyer.
Online contracts only require you to provide the necessary information. In the case of an NDA, you just have to fill in the key details, such as the names of the parties, the scope of confidentiality, the timeframe, etc. The document will adapt in real time, ensuring that it is properly formatted and compliant.
How to fill out an NDA?
Preparing an effective NDA requires completing five steps.
Step 1: Include the details regarding the parties entering the agreement
The NDA preparation usually starts with specifying the titles (or legal forms), full names, and addresses of the parties. Here, it’s important to ensure that all parties are correctly identified, as any mistakes could lead to disputes or challenges in enforcing the agreement.
Step 2: Clarify the timeframe
Once the parties’ details are in place, you can come to the next section in which you should define the start date of the agreement and the period during which confidentiality will be maintained.
Generally, it’s possible to set a period of up to 10 years. However, if you are dealing with less valuable information, it’s better to set a shorter duration, like 3 or 6 months.
Step 3: Specify the confidential details
At this point, we encourage you to be as specific as possible. In addition to sensitive details related to your customers, partners, intellectual property, and finances, you can also include other data that could impact your business operations and should be safeguarded under this agreement.
Step 4: Outline the confidentiality duties
After that, take some time to decide whether to allow the person to use the shared details internally, such as for research, or to restrict its use.
Additionally, in this document section, you can prohibit the recipient from engaging in any activities that directly compete with your business. This ensures that they won’t use the shared details for their own benefit or to support a competitor.
Step 5: State the liability
The last point you should cover in an online contract is what actions will be taken if there is a breach. Here, you can specify whether the person who violated the agreement should compensate for actual damages or pay a set penalty that might be higher than the actual loss.
How long is your NDA applicable?
In Switzerland, there is no restriction on the duration of a non-disclosure agreement. However, we encourage you to set a confidentiality period that doesn’t extend beyond 10 years.
If the agreed duration expires but sensitive information remains relevant, you can negotiate an extension in a separate agreement.
How to make an NDA legally binding?
As soon as your NDA is prepared, ensure that it meets 5 main criteria to be legally binding:
- It clearly states which information is considered confidential.
- It includes a duration that isn’t indefinite.
- It outlines permitted disclosures.
- It specifies clear liability for breaches.
- It is signed by both the provider and recipient of confidential details.
Please note that Swiss legal regulations change from time to time. Consequently, before using an online contract template, it’s important to verify that it reflects the most recent changes in Swiss law.
Prepare your NDA with professionally drafted online contracts
As you are now equipped with all the information you need about an NDA, you can start creating it using our contract template.
We have simplified the process so that you can prepare a comprehensive document in just a few minutes, without any legal complexities. With our non-disclosure agreement, you don’t have to worry about forgetting important details or overlooking essential legal requirements, as our lawyers have structured it to intuitively guide you through the process.
