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Updated 23.05.2024

Standard non-disclosure agreement

A unilateral non-disclosure agreement for business negotiations during which one party may disclose confidential or secret information to the other.

Use this contract:

  • When you enter into negotiations relating to a commercial matter, but are not yet obliged to accept and perform it.
  • If you may disclose or otherwise provide access to confidential information during negotiations.
  • To protect your business secrets, inventions, or other sensitive and proprietary information.
  • Whether or not you wish to prohibit poaching of staff or competition with the party receiving the information.
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This agreement is governed by Swiss law and complies with commercial and data protection regulations

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Protect yourself legally as a disclosing party with the following options: 

  • Clear and unequivocal definition of confidential and non-confidential information, to avoid any misunderstanding. 
  • Indication of a ratification period, annexes, and specific declarations to increase clarity. 
  • Imposition of specific restrictions, sanctions, or swift legal action in the event of breach. 
  • Restrictions on non-employment and non-competition, if necessary.

Non-disclosure agreement

An NDA agreement template enables a company or business to draft a legal document signed between a disclosing party and a receiving party to protect the confidentiality of information exchanged in the course of negotiating a deal or cooperation.

A company uses a non-disclosure confidentiality agreement: 

  • To protect sensitive information from being disclosed while exploring a business deal.
  • To lay out the terms of confidentiality without firmly guaranteeing the closure of the discussed transaction.
  • To ensure a deterrent from unauthorised disclosure and provide compensation for breaches.

Key aspects of a non-disclosure agreement 

  • An NDA form template is primarily used for negotiating business transactions, but may likewise apply between an employer and a candidate for an interview. 
  • The document should clearly outline the scope of the transaction, the type of confidential information, and the terms of the agreement. 
  • The disclosing party often includes non-solicitation and non-competition restrictions, as well as penalties for breach of confidentiality. 
  • Parties may likewise use a clause of the confidentiality agreement template to include restrictions and specifications on the means of protecting confidential information. 

Seven tips on a non-disclosure agreement 

To protect your proprietary information, we encourage you to choose from the next options in our sample of a non-disclosure agreement: 

  • Clear definition of the type, scope, form, and purpose of disclosure of sensitive information. 
  • Implementation of additional restrictive covenants, such as non-compete or non-solicitation. 
  • Indicating a lump-sum penalty for each act of breach, shifting the proof of contrary to the breaching party. 
  • Imposition of additional organisational or technical confidentiality measures, including internal communication restrictions. 

Our NDA contract template also provides advantages and security to the receiving party. For example, remember to include such points as:  

  • Implementation of a confirmation period, after which it is allowed to presume that specific information in an NDA is not confidential. 
  • Waiver of confidentiality obligations concerning publicly accessible or derived information. 
  • Identification of non-confidential information that can be freely disclosed. 

Create a non-disclosure agreement with AdminTech 

With AdminTech’s online document builder and a non-disclosure agreement example, simply fill in the required fields with the necessary information, adjusting the document to your specific requirements.  

A professional non-disclosure document template covers the following information:  

  • Parties’ name and identification 
  • Scope of negotiations, start, and term of confidentiality 
  • Extensions, such as restrictions on competition, solicitation, and derived information protection 
  • Limitations, such as publicly available data, non-confidential information, and confirmation period 
  • Additional technical or organisational measures 
  • Penalties and remedies in case of breach. 

FAQ on a non-disclosure agreement 

What’s an NDA agreement template?  

A confidentiality agreement template from AdminTech allows the parties to protect their sensitive or proprietary information during the negotiation of a potential business deal. 

In addition to ensuring confidentiality, this NDA form template offers the possibility to restrict competition and solicitation of employees, clients, or suppliers. 

Is an NDA always necessary? 

Swiss law already provides many legal restrictions on non-disclosure of business or trade secrets, as well as on the protection of personal data. 

A sample of a non-disclosure agreement is necessary if you want to: 

  • Outline the scope of the transaction as the purpose of disclosure 
  • Define the confidential and non-confidential information, as well as its form 
  • Impose specific confidentiality restrictions tailored to the parties’ needs 
  • Impose additional measures, remedies, and penalties for breach. 

What is the maximum duration for an NDA?  

There are no legal restrictions on the duration of a non-disclosure confidentiality agreement. However, our sample allows a term of up to 10 years, with shorter periods being possible for non-competition restrictions.  

Should a non-disclosure agreement be made in written form? 

A confidentiality agreement may be executed and is legally enforceable even on a verbal agreement basis, but it is advisable to draft a professional NDA agreement template for the following reasons: 

  • Avoidance of ambiguity on the scope, purpose, and duration of confidentiality 
  • The legal foundation for accelerated court procedures for cease and desist 
  • Implementation of additional measures, restrictions, and remedies. 

What types of NDA agreements are there? 

Our NDA contract template allows to create one of the following agreements, each with a specific purpose: 

  • Standard non-disclosure agreement where the information is disclosed by one party 
  • Mutual non-disclosure agreement where the information is exchanged by both parties 
  • Non-disclosure contract for an interview to protect an employer from unauthorised disclosure of sensitive information provided during an onboarding process. 

What remedies is the disclosing party entitled to in case of breach? 

When a receiving party breaches its confidentiality obligations, our NDA template provides the following measures to choose from:  

  • Expedited court procedures to ensure cease and desist 
  • Menace of a lump-sum penalty without proof of actual damage suffered 
  • Coverage of additional damages, moral tort, reputational injury, and legal fees. 

What is the difference between a non-disclosure agreement and a letter of intent? 

Either document may be used to demonstrate the sincere intention of the parties to negotiate, hence the advantage of a non-disclosure agreement to draft in a written form. 

However, a letter of intent does not provide sufficient clarity on the scope of proprietary information and does not impose additional obligations. Conversely, an NDA does not bind the parties to negotiate under the outlined terms. 

What are the exceptions to non-disclosure? 

Despite the terms of the agreement, there are situations where the receiving party is liberated from its liability, for example: 

  • The information was or became publicly available 
  • Disclosure is required by law, judgment, or administrative decision 
  • Disclosure is necessary for the performance of the agreement, such as internal communications. 

It is generally presumed, unless stated otherwise, that communication to any staff or management of the disclosing party is permitted. 

How can a business ensure successful confidentiality protection? 

To guarantee a fruitful cooperation experience, it is generally advisable to: 

  • Clearly outline the scope and type of confidential information, including its means of communication. 
  • Determine specific measures, protocols, technical solutions, and organisational standards to mitigate risks. 
  • Pursue legal action immediately to force a cease and desist and minimise damage. 
  • Create and sign a professional non-disclosure agreement. 
  • Keep due records and communication files as proof of compliance with non-disclosure duties. 
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