Free Non-Disclosure Agreement (NDA) for Sweden

Sverige

Protect trade secrets and sensitive information with a legally sound NDA under Swedish law. Customise the terms and sign digitally when ready.

Create NDA

Free to use — no credit card required

What this template does

A non-disclosure agreement (NDA) regulates how confidential information may be used and disseminated between the parties. The agreement creates legal protection against sensitive information — such as business plans, customer data, technical solutions or strategies — being shared without permission.

Without a written non-disclosure agreement it can be difficult to prove what was agreed regarding the handling of sensitive information. With a clear agreement, all parties know what applies.

When do you need this agreement?

You need this if…

  • You are sharing trade secrets or sensitive information with a potential business partner
  • You are engaging a consultant or freelancer who will have access to internal information
  • You are entering negotiations regarding a deal, investment or acquisition
  • You are sharing technical information, prototypes or product ideas with an external party
  • You want to protect customer lists, pricing models or market strategies

You probably don't need this if…

  • The information you are sharing is already publicly known or available
  • Confidentiality terms are already included in another agreement, e.g. an employment contract or consultancy agreement
  • You are sharing information within an existing team without external contact

What the agreement contains

The agreement covers the following areas.

Parties and type of agreement

  • Details of the parties entering the confidentiality undertaking
  • Choice between a mutual agreement (both parties are bound) or a unilateral agreement (one party is bound)
  • Purpose of the information exchange

Definition of confidential information

  • What counts as confidential information — broadly or narrowly defined
  • Examples of protected information: business plans, technical data, customer registers
  • Distinction from information that is already publicly available

Commitments and obligations

  • Prohibition on copying, dissemination and misuse of information
  • Requirement that staff who receive the information are also bound by confidentiality
  • Option to restrict internal dissemination on a need-to-know basis
  • Prohibition on disclosing that the agreement or the business relationship exists

Duration and dispute resolution

  • Choice between a fixed-term agreement or an agreement in perpetuity
  • Regulation of how disputes shall be resolved — arbitration or Swedish court
  • Signature block with choice of digital signing or paper signature

Important considerations

  1. Define clearly which information is protected — an overly broad definition can be difficult to enforce
  2. Consider whether the agreement should be mutual or unilateral depending on who shares information
  3. Adapt the duration to the length of the project and the sensitivity of the information
  4. Ensure that everyone who has access to the information (e.g. employees, subcontractors) is also covered by the confidentiality undertaking
  5. Consider what happens in the event of a breach — what penalties and remedies should be available
  6. Bear in mind that a non-disclosure agreement does not replace patents, trademarks or copyright — it complements them

Legal validity

A non-disclosure agreement is legally binding in Sweden as long as it meets basic contract law requirements: it must be clearly drafted, voluntarily entered into and signed by authorised parties.

Customise the NDA and sign directly.

Create NDA

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Common scenarios

Business negotiations

Two companies are exploring the possibility of collaboration and need to share sensitive information about their operations, customers and business models before any decision is made.

Hiring a consultant

A consultant or freelancer will carry out an assignment that involves access to the company's internal systems, strategy documents or customer data.

Investment round

A startup shares detailed financial information, growth plans and technical documentation with potential investors during a due diligence process.

Product development

A company shares prototypes, drawings or technical specifications with a subcontractor who will manufacture or further develop a product.

Corporate acquisition

Buyer and seller need to exchange sensitive financial and operational information as part of negotiations ahead of a potential acquisition.

Frequently asked questions

What is the difference between a mutual and a unilateral NDA?

A mutual NDA means that both parties exchange confidential information and mutually commit to protecting the information they receive from the other party. This type of agreement is common in, for example, collaboration negotiations, joint projects or other situations where both parties need to share sensitive information.

A unilateral NDA means that only one party discloses confidential information, while the receiving party undertakes to protect the information and not to use or disseminate it in breach of the agreement. Such agreements are often used in consultancy assignments, supplier relationships or when a company shares trade secrets with an external party.

In general, mutual agreements are used when information is exchanged in both directions, while unilateral agreements are suitable when only one party shares information worthy of protection.

How long does an NDA last?

You decide this yourselves. Common periods are 2–5 years, but the agreement can also apply in perpetuity. For trade secrets, a longer or indefinite duration is often recommended.

What happens if someone breaches the NDA?

The party who breaches the agreement may be liable for damages. Depending on the design of the agreement, the other party may also apply for interim measures (e.g. an injunction to prevent further dissemination of the information) from a court.

Can I use an NDA with foreign parties?

Yes, but bear in mind that Swedish law may not apply automatically. State clearly in the agreement which law shall apply and how disputes shall be resolved. For international relationships it may be wise to have the agreement in English.

Does the NDA need to be witnessed?

No, there is no requirement for witnessing. The agreement becomes binding when both parties have signed it, either digitally or with a paper signature.

What is the difference between an NDA and the Trade Secrets Act?

The Swedish Trade Secrets Act (Lagen (2018:558) om företagshemligheter) provides basic protection for information that constitutes a trade secret, but the protection is limited and applies only under certain conditions.

A written NDA provides stronger and clearer protection. Through the agreement, the parties can clarify in advance which information is confidential, how it may be used, and what penalties apply in the event of a breach.

The very existence of an NDA also signals to the other party that the information is sensitive and should be handled with particular care. This reduces the risk of misunderstandings and strengthens the ability to assert protection afterwards.

Create NDA

Free to use — no credit card required

Create NDA
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