NDA in Switzerland: Template, Key Clauses and Local Law (2026)

What an NDA in Switzerland is, and the law behind it A non-disclosure agreement (Geheimhaltungsvereinbarung / accord de confidentialite or NDA) in Switzerland is a contract in which one or both parties agree to keep shared information secret and to use it only for an agreed purpose. Switzerland has no single standalone statute dedicated to confidentiality agreements. The NDA is a contract under the Code of Obligations (CO/OR), and its enforceability is assessed case by case under general contract principles. Several other laws reinforce confidentiality. The Unfair Competition Act (UWG / LCD) protects against the misuse of trade and manufacturing secrets. The Criminal Code penalises the betrayal of certain business secrets. And the employment provisions of the Code of Obligations impose a duty of confidentiality on employees. An NDA puts a clear contractual layer on top of these, defining what is secret, for how long, and what happens on breach. This article is general guidance, not legal advice. Have a Swiss adviser review an NDA before you rely on it. ## What Swiss law expects from an enforceable NDA in 2026 - Writing and clear scope. There is no strict form requirement, but a written, signed NDA is standard and advisable. Define the confidential information precisely rather than in open-ended terms.

• Purpose, duration and exceptions. State the permitted purpose, a defined duration, and the usual carve-outs for information that is public, already known, independently developed or legally required to be disclosed.
• Remedies and injunctions. Breach can give rise to damages, and injunctive relief is important because money rarely undoes a disclosure. It is common and useful to record that damages may not be a sufficient remedy, which supports a claim for an injunction.
• Penalty clause (Konventionalstrafe). A contractual penalty is allowed and gives a fixed sum for breach. A court can reduce a penalty it considers excessive, so keep the amount proportionate.
• Interaction with other laws. Remember that the Unfair Competition Act, the Criminal Code and the employment provisions of the CO apply alongside the NDA, so genuine secrets have protection beyond the contract.
• Governing law and forum. A Swiss-law NDA commonly excludes the conflict-of-laws rules and chooses either a named Swiss court or arbitration. How a Swiss court would treat a foreign-law NDA with a Swiss party should be confirmed with local counsel. ## Swiss NDA template Copy the block below and fill the bracketed fields. This is a mutual NDA; delete the mutual wording if only one side discloses. ``` NON-DISCLOSURE AGREEMENT (GEHEIMHALTUNGSVEREINBARUNG) Made on [DATE] BETWEEN: [PARTY A NAME], [registered office] ("Party A") AND [PARTY B NAME], [registered office] ("Party B") 1. PURPOSE The parties wish to exchange information for [describe the purpose] (the "Purpose"). 2. CONFIDENTIAL INFORMATION "Confidential Information" means information disclosed by one party to the other, in any form, that is marked confidential or that a reasonable person would treat as confidential, including [list main categories]. 3. OBLIGATIONS The receiving party keeps the information secret, uses it only for the Purpose, limits access to those who need it and are bound to equivalent duties, and protects it with reasonable care. 4. EXCEPTIONS The duties do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed by law or authority (with notice where allowed). 5. DURATION The confidentiality duty lasts for [N] years from each disclosure. 6. REMEDIES AND PENALTY The parties agree that damages may not be a sufficient remedy, so injunctive relief is available. A penalty (Konventionalstrafe) of [amount] CHF applies per breach [kept proportionate], without limiting further damages. 7. RETURN OR DESTRUCTION On request or at the end of the Purpose, the receiving party returns or destroys the information and copies. 8. GOVERNING LAW AND JURISDICTION Swiss substantive law governs, excluding its conflict-of-laws rules. The courts of [place] have exclusive jurisdiction [or: ICC arbitration]. Signed: Party A ____________ Party B ____________ Name / date Name / date

- **Remedies and penalty (clause 6).** Recording that damages may not be a sufficient remedy supports injunctive relief, which is often the most valuable outcome for a disclosed secret. A proportionate penalty (Konventionalstrafe) adds a fixed figure, but a court can reduce an excessive one.
- **Governing law (clause 8).** A clean choice of Swiss substantive law, excluding the conflict-of-laws rules, with a named court or arbitration, reduces uncertainty, especially in cross-border deals.
- **Exceptions (clause 4).** Keep the standard carve-outs so the duty stays fair and does not reach information the receiver already had or that becomes public. ## Red flags to avoid - A vague, open-ended definition of confidential information in a system that judges NDAs case by case.
- An unlimited confidentiality term with no defined duration.
- A penalty figure so high it invites reduction, or a penalty that silently caps all other damages.
- No carve-out for disclosures required by law or authority.
- Forgetting that the Unfair Competition Act, the Criminal Code and the CO employment rules apply alongside the NDA.
- A messy governing-law clause in a cross-border deal. ## Where a contract workspace helps A template gives you a workable Swiss NDA. The real work is keeping the definition precise, keeping a penalty proportionate, matching duration to the type of information, and tracking every NDA you have signed so you know what is protected and until when. Drafting an NDA, checking it against Swiss rules on penalties and remedies, editing a clause in plain language and tracking expiry dates across a portfolio can sit in one AI contract workspace tuned to how your company handles secrets. [Adira](https://adiralaw.com) is built around that shape: it drafts from a template, models the agreement as linked clauses so it can flag an open-ended term or a penalty that looks excessive, lets you edit by instruction, and keeps dates on one timeline. Adira is India-first today, and deeper Switzerland-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Swiss adviser for the local-law call. The template above is enough to start a fair NDA on its own. Last verified October 2026.