DocMuse

DocMuse is a private, paid service run by The Muse Technology EOOD (Bulgaria). It is neither a public authority nor a law firm, is not connected with the Confederation, a canton, a commune or any court, and does not give legal advice. Official forms are free from the authority concerned.

Mutual non-disclosure agreement (Switzerland)

Switzerland · in English

CHF 2.00Fill it in online free — pay only to download

15 questions · about 6 min

Made for use in Switzerland

Fill in the form

Your answers stay on this device for 7 days, or until you clear them.

0 of 0 answered
  • Instant download after payment
  • Backup link emailed to you
  • No account needed

For two businesses or self-employed people in Switzerland who exchange confidential information before working together, investing or buying: the purpose, what is and is not confidential, use only for the purpose, sharing only with bound staff and advisers, no reverse engineering, disclosure on an authority's order, return and deletion, duration and an optional contractual penalty (Art. 160 ff. CO). Swiss law and an optional place of jurisdiction. Signed by both parties. Swiss authorities and courts work in their official language — German, French or Italian — so this English version is for dealings between private parties.

  • Last updated November 4, 2026
  • Document in English
Switzerland
English
Contract
Business
Print & sign
3 pages

Published byDocMuse

When to use this document

  • Two start-ups in Switzerland want to talk about working together and must show each other their plans.
  • An investor wants to see your figures before investing in your Swiss company.
  • You are negotiating to buy a small business in Switzerland and both sides will share data.
  • Your foreign partner sends prototypes and wants an NDA in English under Swiss law.

What you fill in

The details the document asks for.

  • First party
  • First party's address
  • First party's UID (company number) (optional)
  • First party's representative
  • Second party
  • Second party's address
  • Second party's UID (company number) (optional)
  • Second party's representative
  • Purpose
  • Scope of confidentiality
  • Confidentiality period after talks end
  • Contractual penalty per breach, in CHF (leave empty for none)
  • Agreed place of jurisdiction (optional)
  • City
  • Date

Common questions

Does a mutual NDA in Switzerland have to be signed in a particular way?
The Code of Obligations prescribes no form for it (Art. 11 para. 1 CO), but signed in writing by both parties it can be proved, and a choice of court needs writing or another form that allows proof by text (Art. 17 para. 2 CPC). For a company, the persons entitled to represent it under the commercial register sign, by hand or with a qualified electronic signature (Art. 14 CO). Exchanging scanned signed copies is common in practice; keep the originals or the signed files.
Will a Swiss court enforce the full contractual penalty in an NDA?
Usually, yes: the parties set the amount freely (Art. 163 para. 1 CO), and the penalty is due even if no damage arose (Art. 161 para. 1 CO). The court reduces an excessive penalty (Art. 163 para. 3 CO), but with restraint, for instance where it is grossly out of proportion to the creditor's interest, and the party in breach must prove the grounds (BGE 133 III 201). Greater damage can be claimed on proof of fault (Art. 161 para. 2 CO). This agreement makes the penalty depend on fault, keeps secrecy alive after payment (Art. 160 CO) and drops the penalty if the amount is left empty.
Which secrets are protected in Switzerland even if no NDA was signed?
Business and manufacturing secrets: whoever exploits or passes on such a secret obtained by spying or otherwise unlawfully acts unfairly (Art. 6 of the Unfair Competition Act, UWG), and whoever reveals a secret they must keep by law or contract commits an offence, prosecuted on complaint (Art. 162 of the Criminal Code, StGB); employees are bound by Art. 321a para. 4 CO. That protection is narrow and hard to prove. The agreement defines what is confidential between you, what it may be used for, for how long, and what follows a breach; a mutual one fits when both sides share information.
Is an NDA in English valid and enforceable under Swiss law?
Yes: the agreement needs no form or official language, and English is usual between businesses. It chooses Swiss law; an optional clause names a place of jurisdiction, agreed in writing or a form allowing proof by text (Art. 17 CPC), with mandatory forums reserved (Art. 35 CPC). For urgent protection a court may order interim measures (Art. 261 ff. CPC). Proceedings run in the canton's official language (Art. 129 para. 1 CPC), so an English contract may have to be translated there. Swiss authorities and courts work in their official language — German, French or Italian — so this English version is for dealings between private parties.

How you can sign this document

  • Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
  • Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked

DocMuse sells documents, not legal advice. Acceptance always depends on the recipient's rules and your local law.

Related documents

  • Mutual non-disclosure agreement, in German (Switzerland)

    For two businesses or self-employed people in Switzerland who exchange confidential information before working together, investing or buying, in German: the purpose, what is and is not confidential, use only for the purpose, sharing only with bound staff and advisers, no reverse engineering, disclosure on an authority's order, return and deletion, duration and an optional contractual penalty (Art. 160 ff. CO). Swiss law and an optional place of jurisdiction. Signed by both parties.

  • Mutual non-disclosure agreement, in French (Switzerland)

    For two businesses or self-employed people in French-speaking Switzerland who exchange confidential information before working together, investing or buying, in French: the purpose, what is and is not confidential, use limited to the purpose, sharing only with bound staff and advisers, no reverse engineering, disclosure required by law, return and deletion, duration and an optional contractual penalty (Art. 160 ff. CO). Swiss law, a place of jurisdiction if you choose one. Signed by both parties.

  • Freelance services agreement (Switzerland)

    For clients and freelancers in Switzerland: a mandate (Auftrag) under Art. 394 ff. of the Code of Obligations (CO) covering the services, duration, fee with a VAT choice, expenses, payment terms, independence, AHV as a self-employed person, rights in the work results, confidentiality and data protection. It names false self-employment: the AHV compensation office (Ausgleichskasse) decides the status on the actual facts, not the contract. Either party may terminate at any time (Art. 404 CO). Signed by both parties. Swiss authorities and courts work in their official language — German, French or Italian — so this English version is for dealings between private parties.

  • Freelance services agreement, in German (Switzerland)

    For clients and freelancers in Switzerland, in German: a mandate (Auftrag) under Art. 394 ff. CO covering the services, duration, fee with a VAT choice, expenses, payment terms, independence, AHV as a self-employed person, rights in the work results, confidentiality and data protection. It names false self-employment: the AHV compensation office decides the status on the actual facts, not the contract. Either party may terminate at any time (Art. 404 CO). Signed by both parties.

  • Freelance services agreement, in French (Switzerland)

    For clients and freelancers in French-speaking Switzerland, in French: a mandate under Art. 394 ff. CO with the services, duration, fee and VAT choice, expenses, payment terms, the contractor's independence, AHV as a self-employed person, rights in the results, confidentiality and data protection. It names false self-employment: the compensation office decides the status on the facts, not the contract. Either party may end it at any time (Art. 404 CO). Signed by both parties.

  • Agreement to end an employment contract (Switzerland)

    For employers and employees in Switzerland who want to end the employment by mutual agreement (Aufhebungsvereinbarung): the end date, at whose wish, work or release from work until then, pay, holiday and overtime, any severance payment, the concessions on each side, the reference, return of property, the non-compete and the settlement of claims within Art. 341 CO. The consequences for unemployment insurance are stated. Two signed copies. Swiss authorities and courts work in their official language — German, French or Italian — so this English version is for dealings between private parties.