Karpeo · Business in Switzerland
Non-disclosure agreements in Switzerland: when to use an NDA
A non-disclosure agreement sets limits on how sensitive information may be used and shared. It is useful when you present a project, disclose know-how or give a supplier access to business information. Its effectiveness depends on clear terms and practical controls around the documents.
By Sarah Prieur · Swiss certified public accountant
When is a non-disclosure agreement useful?
An NDA establishes a framework before information that should remain confidential is shared. It may cover detailed financial data, a prototype, a manufacturing process, commercial information or the terms of a proposed transaction.
- Identify the sensitive information and the precise reason for disclosing it.
- Use a standalone NDA or confidentiality clauses within a wider agreement.
- Keep intellectual property ownership and non-compete obligations separate.
- Share only necessary documents, even after signature.
| Situation | Information to protect | Decision before disclosure |
|---|---|---|
| Industrial partnership | Processes, drawings, production terms | What may be examined and for which purpose? |
| Investor discussions | Detailed accounts, contracts, strategy | What access is appropriate at each stage? |
| IT project | Architecture, credentials, test data | Which people and tools are authorised? |
| Co-founder collaboration | Shared know-how and working documents | Is confidentiality mutual, and who owns the results? |
A public sales presentation and a named customer list need different handling. In early investor discussions, a first presentation can explain the value proposition without exposing technical secrets. Disclose more sensitive material progressively as discussions advance.
The same staged approach is useful when selling a business in Switzerland: the recipient should receive the information needed for the current stage of due diligence, rather than unrestricted access at the outset.
What an NDA covers—and what needs a separate agreement
A one-way NDA mainly protects one party’s information. A mutual NDA covers information shared by both parties. Choose the structure that reflects the actual exchange; there is no need to create artificial symmetry.
The agreement normally defines permitted use, authorised recipients and limits on disclosure. These provisions can form part of a services or partnership contract. A separate document is not always necessary.
Confidentiality alone does not decide ownership of software, designs or inventions developed together. Those rights should be addressed expressly. The Swiss Federal Institute of Intellectual Property recommends settling legal relationships and intellectual property rights at the beginning of a collaboration.
Restrictions on competing with your business or approaching its customers are also distinct commitments. Hiding them in an exceptionally broad definition of confidentiality makes the document harder to understand.
When setting up a business with partners, coordinate the NDA with the company’s articles and the relevant agreements between founders. Your business plan can help identify which commercial assumptions are sensitive, but is not a substitute for those agreements.
Ten points to define before drafting an NDA
Prepare the following decisions as a brief for the legal professional drafting the agreement. This helps align the wording with the planned exchange.
- Parties: identify the people or companies bound by the agreement and check the signatory’s authority.
- Project: describe the negotiation or collaboration that justifies access.
- Scope: specify the categories of information, formats and oral disclosures covered.
- Permitted use: explain what the recipient may do to evaluate or carry out the project.
- Recipients: determine which employees, advisers and subcontractors may access the documents.
- Exclusions: address information already public, legitimately known or independently developed.
- Duration: distinguish the exchange period from the confidentiality obligation.
- End of the relationship: provide for return, deletion and any justified retention of records.
- Incidents: organise notification and the initial response to unauthorised disclosure.
- Disputes: obtain advice on governing law, courts or arbitration, and the consequences of breach.
Precision does not require excessive length. A defined scope and project-specific use are often easier to apply than wording that indiscriminately covers every activity of both parties.
Duration, evidence and consequences of a breach
The confidentiality period should reflect the useful life of the information. A launch timetable may cease to be sensitive once a product reaches the market. An industrial process may remain confidential for much longer. No single number of years suits every project.
Specify when protection begins and whether earlier exchanges are covered. Signing after several meetings does not automatically recreate evidence of what was disclosed.
Retain the versions sent and the dates of access to document repositories. In a dispute, it should be possible to identify the information, obligation and relevant events.
If a contractual penalty is proposed, have its wording, trigger conditions and relationship with other remedies checked. Under Article 163 of the Swiss Code of Obligations, a court must reduce a contractual penalty it considers excessive. A large figure is therefore no substitute for careful drafting.
Illustrative example: evaluating a prototype
You might restrict access to the people assessing manufacturing feasibility, permit use only for that assessment and close access when discussions end. These operational steps support the contract. They do not rely solely on a general promise of discretion.
Personal data, digital tools and inventions
An NDA does not replace data processing requirements
If a provider processes personal data on your behalf, also examine the processing arrangements: instructions, security measures, further processors and any international transfers. The controller remains responsible after outsourcing.
For a website or application, use test data where development can proceed without real personal data. Define access to hosting, backups and development environments. Set conditions for using external tools, including AI services, with confidential information.
Where processing occurs abroad, identify the countries and applicable safeguards. A general confidentiality promise does not by itself settle international data transfer requirements.
Protect novelty before discussing an invention publicly
For a potentially patentable invention, timing matters. The Swiss Federal Institute of Intellectual Property warns that public disclosure before filing can destroy novelty. Avoid premature publications, including online demonstrations.
A patent attorney can help organise filing and any necessary confidential exchanges. Apply the same discipline to a public fundraising campaign: do not reveal valuable know-how on the campaign page without considering the consequences.
A practical method before sharing your documents
Classify information into three levels: public, shared subject to conditions and strictly restricted. Name the person who authorises access. Store the signed agreement and disclosure records where the team responsible for the project can find them.
Before sending a file:
- Verify the recipient’s identity and the entity they represent.
- Remove information that is unnecessary for the discussion.
- Check signatories and the final agreement version.
- Use an appropriate sharing channel and individual access permissions.
- Set a date to review or close access.
- Explain the agreed limits to your team.
If a leak is suspected, preserve available evidence and promptly obtain advice on the useful response. An organised reaction is preferable to a public accusation that could complicate the matter.
An online template can help identify questions, but must fit the applicable law and project. For a valuable trade secret or a cross-border relationship, targeted legal drafting is more useful than signing a document no one has examined.
Karpeo can help clarify your business organisation, the participants and the financial documents to prepare. Specific legal clauses should be addressed with the appropriate legal specialist.
When confidential discussions concern a shared venture, an NDA is only one part of the preparation. Work through the ten decisions for co-founders in Switzerland to address ownership, funding, roles and departures.
Frequently asked questions about Swiss NDAs
Are an NDA and a confidentiality agreement the same thing?
NDA means non-disclosure agreement and is commonly used for a confidentiality agreement. It may be a standalone document or clauses within a wider contract. Clear rules on information, permitted use, recipients, duration and incidents matter more than its title.
Does an NDA automatically protect my business idea?
It creates obligations for the parties bound by it, but does not create a universal exclusive right over an idea. It does not replace appropriate intellectual property protection or access controls. Share only what is necessary and consider patent timing for an invention.
Should confidentiality always last five years?
No. The period should reflect the information and project. Some information quickly loses sensitivity; technical know-how may remain valuable for much longer. Distinguish the disclosure period from the protection period and address information that becomes public without a breach.
Can I give a supplier customer data once it has signed an NDA?
An NDA alone does not meet all personal data requirements. Check instructions, security, access and countries involved. Where the supplier is a processor, cover the relevant processing obligations and limit the data to what the service requires.
Sources and references
Sources checked on 10 October 2026. The example is illustrative and does not describe a client case.
- Swiss Federal Institute of Intellectual Property: cooperation and IP ownership (French)
- Swiss Federal Institute of Intellectual Property: before filing a patent (French)
- Federal Data Protection and Information Commissioner: outsourcing (French)
- Swiss Code of Obligations: Article 163 on contractual penalties (French)
About the author
Sarah Prieur
Sarah Prieur is a Swiss certified public accountant, a partner and head of operations at Karpeo. She supports businesses, self-employed professionals and entrepreneurs with accounting, tax and VAT matters. Before joining Karpeo, she spent eight years in financial audit at PwC Switzerland, progressing to manager.
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