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Non-Disclosure Agreement
I need a non-disclosure agreement to protect sensitive information shared between two parties during a potential business collaboration, ensuring confidentiality for a period of 3 years, with clear definitions of confidential information and exclusions, and specifying legal jurisdiction in Switzerland.
What is a Non-Disclosure Agreement?
A Non-Disclosure Agreement protects sensitive business information by creating a legal duty to keep specific details confidential. Swiss companies commonly use these contracts when sharing trade secrets, client data, or strategic plans with employees, partners, or service providers.
Under Swiss law, these agreements give businesses strong legal protection against information leaks and help safeguard intellectual property rights. Breaking an NDA can result in significant penalties, including monetary damages and court-ordered remedies. Companies often customize these agreements to cover specific confidential information, set clear time limits, and outline exactly how protected data should be handled.
When should you use a Non-Disclosure Agreement?
Use a Non-Disclosure Agreement before sharing sensitive information with anyone outside your trusted circle. This includes discussions with potential business partners, negotiations with investors, hiring new employees, or working with external consultants in Switzerland. The agreement becomes especially important when discussing innovative products, client lists, or proprietary processes.
Swiss companies need NDAs when outsourcing work, exploring mergers or acquisitions, or pitching ideas to potential clients. Getting signatures upfront prevents unauthorized sharing of confidential details and creates clear legal obligations. Many Swiss startups use NDAs during funding rounds to protect their intellectual property while presenting to venture capitalists or angel investors.
What are the different types of Non-Disclosure Agreement?
- Basic Non Disclosure Agreement: Standard two-way agreement suitable for most business situations, covering fundamental confidentiality needs
- Personal NDA: Simplified version for individual relationships, often used with freelancers or consultants
- NDA For Personal Assistant: Specialized agreement protecting personal and business information accessed by assistants
- Real Estate NDA: Tailored for property transactions, protecting sensitive property and financial details
- Standard Confidentiality Agreement: Comprehensive template with broader protection scope, ideal for complex business relationships
Who should typically use a Non-Disclosure Agreement?
- Business Owners and Executives: Initiate and enforce Non-Disclosure Agreements to protect company secrets, strategic plans, and intellectual property
- Employees: Sign NDAs when joining Swiss companies, gaining access to confidential information, or working on sensitive projects
- Investors and Financial Partners: Review detailed business information during due diligence, requiring mutual confidentiality protection
- External Consultants: Access sensitive company data while providing professional services across industries
- Legal Counsel: Draft, review, and customize agreements to ensure compliance with Swiss law and effective protection
- HR Departments: Manage NDA processes for new hires and handle confidentiality requirements during employment
How do you write a Non-Disclosure Agreement?
- Identify Parties: Gather full legal names, addresses, and roles of all individuals or companies involved in the agreement
- Define Scope: List specific confidential information to be protected, including trade secrets, client data, or business strategies
- Set Duration: Determine how long the confidentiality obligations will remain in effect under Swiss law
- Outline Permissions: Specify who can access the information and under what circumstances
- Consider Exceptions: Note any situations where disclosure would be permitted or required by law
- Add Consequences: Include clear penalties for breaches that align with Swiss enforcement standards
- Use Our Platform: Generate a legally-sound document that includes all required elements for Swiss jurisdiction
What should be included in a Non-Disclosure Agreement?
- Parties Section: Complete legal names and addresses of all involved entities, including their roles and representatives
- Definition of Confidential Information: Clear description of protected data, trade secrets, and business information
- Scope of Obligations: Specific duties regarding data handling, storage, and permitted uses
- Duration Clause: Clear timeframe for confidentiality obligations under Swiss law
- Return or Destruction: Requirements for handling confidential materials after agreement ends
- Breach Consequences: Specific remedies and penalties aligned with Swiss enforcement standards
- Governing Law: Express choice of Swiss law and jurisdiction for dispute resolution
- Signature Block: Space for dated signatures, company stamps, and witness details if required
What's the difference between a Non-Disclosure Agreement and a Non-Compete Agreement?
While Non-Disclosure Agreements protect confidential information, they're often confused with Non-Compete Agreements in Swiss business contexts. Though both protect business interests, they serve distinct purposes and operate differently under Swiss law.
- Scope of Protection: NDAs specifically protect confidential information and trade secrets, while non-compete agreements prevent someone from working with competitors or starting competing businesses
- Duration and Enforcement: NDAs can last indefinitely for trade secrets, but Swiss non-compete clauses are typically limited to 3 years and must be geographically reasonable
- Compensation Requirements: Non-compete agreements in Switzerland often require special compensation to be valid, while NDAs generally don't need additional consideration
- Legal Restrictions: Swiss courts scrutinize non-compete agreements more strictly, especially regarding scope and duration, while NDAs face fewer restrictions
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