Use this contract: 

• To increase your customer base with the help of a sales agent who will bring you leads.
• If you wish to pay commission on sales generated by the business introducer, with or without limits.
• Whether the business introducer should have the right to sign contracts in your name and on your behalf, or should simply introduce potential customers.
• Whether or not the business introducer will act as an exclusive agent.

Protect yourself legally as a principal with the following options: 

• Unequivocal specification of customers to be sought and exclusion of customers known to the principal. 
• Stipulation of minimum targets to be achieved, degressive or progressive commission as an agent incentive. 
• Capping of the commission and limitation of the duration of the customer’s turnover taken into account for the calculation. 
• Additional duties of the broker in terms of negotiation, marketing and the collection and analysis of market data. 

• Possibility of passing on the client’s default risk to the business introducer. 

Safeguard your interests as an agent by using the following clauses: 

• Indication of a minimum remuneration regardless of the sales generated for the principal. 
• Obligation to pay commission notwithstanding non-payment by the prospect. 
• Indication of a minimum period during which the principal may not terminate the contract. 
• Right to sign on behalf of the principal, to delegate and subcontract tasks and to access the principal’s salesforce tools and market data. 
• Exclusivity in the given territory and prohibition on the principal negotiating directly with customers or appointing other brokers. 

Use this contract: 

• When you operate a website, platform, profile or online channel where you can display or announce advertising, whether or not on a professional basis.
• Whether the advertising is created by you on request and for a fee or supplied ready-made by the advertiser.
• Whether the advertisement is to be remunerated with a fixed fee, per click, per display or in any other way.
• Whether the advertiser is located in Switzerland or abroad, and whether it is a private individual or a company.

Protect yourself legally as a broadcaster with the following options: 

• Invoicing of non-recoverable design and conception costs, and the right to personally exploit the advertising designed for the customer. 
• Commitment to a minimum duration and renewal of the contract in the event of non-cancellation by the customer, with an obligation to pay. 
• Restrictions on advertising and the right to terminate immediately if the advertising damages the service provider’s image. 

Safeguard your interests as a customer by using the following clauses: 

• Indication of minimum objectives and targets, with the right to terminate in the event of non-compliance. 
• Unambiguous calculation of royalties and fees to be paid, with clear deadlines. 
• Protection of intellectual property created and right of use. 

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.

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. 

Use this document: 

• To authorise the agent to represent you on a specific matter or within a framework of tasks over a long period of time.
• Whether or not the agent should have the right to sign on your behalf.
• Whether the agent is to carry out professional tasks or act in a private capacity.

Protect yourself legally as a principal with the following options: 

• Limitation of the duration, territory, addressees and value of acts that the agent may conclude on your behalf. 
• Establishment of a ratification period until the expiry of which the agent’s acts become binding. 
• Imposition of a condition precedent or limitation of the duration of the power of attorney, with the option to revoke at any time. 

Use this contract: 

• To protect the secrets and sensitive or proprietary information of two parties involved in negotiations.
• When you enter into negotiations relating to a business deal, but are not yet obliged to accept and carry it out.
• Whether or not you wish to prohibit staff poaching or competition.

Protect the legal interests of both parties 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.

Use this contract: 

• If you commercialise intellectual property and wish to allow the customer to use it.
• If you wish to conclude an exclusive or non-exclusive licence, for a short period or for ever, in Switzerland or abroad.
• Whether or not you need to carry out preliminary steps such as installation, modification, or training.
• Whether the licence fee is periodic or one-off.

Protect yourself legally as a licensor with the following options: 

• Limitations and restrictions on use, territory, and customers with whom the licensee may deal. 
• Imposition of minimum, non-refundable set-up fees or a minimum duration of insurance. 
• Possibility of termination for breach, non-payment, or force majeure. 
• Limitation of the licensor’s liability for any damage or failure. 

Safeguard your interests as a licensee by using the following clauses: 

• Option to market as is, under its own brand name (white label) or that of the licensor. 
• Trial period during which the contract may be terminated if the customer is not satisfied. 
• Exclusivity in the territory and prohibition on the licensor granting licences or exploiting the product under licence in these territories.