When to use this template
Use it when two parties are about to exchange information that neither wants circulating: partnership or acquisition talks, a pilot project, a data room, a supplier being briefed on unreleased plans. The template is mutual, meaning both sides give and receive the same protection, which is the right shape for most negotiations and removes a round of redlining.
If only one side discloses anything of substance, a one-way NDA is cleaner. The structure is the same; the obligations simply run in one direction.
An NDA between you and your own employees is a different document. Employees already owe confidentiality under their employment contract and the law; what they may need is a specific instruction about a specific project, not a second general agreement.
What an NDA can and cannot do
Under Swiss law the parties are largely free to define what is confidential and what may be done with it (Art. 19 CO). Without a contract you are left assembling claims from statutory fragments such as the trade-secrecy rule of Art. 6 UCA. The NDA replaces that patchwork with defined obligations.
What it cannot do is un-disclose. Breaches are hard to detect and harder to prove, so the agreement should govern how you share, not embolden you to share everything. Share in tranches, log what was handed over, and keep the crown jewels back until the deal justifies them.
The clauses, one by one
Definition of confidential information
The template covers all non-public information disclosed in connection with the defined purpose, in writing, orally or by access to systems, and names the categories that matter as examples. The purpose-tie is what keeps that workable: "all information exchanged", with no purpose and no categories, is a definition nobody can apply. For genuinely critical material, add marking as an additional trigger.
Permitted use
Information may be used only for the stated purpose, so state the purpose precisely. "Evaluating a possible acquisition of X" limits use in a way "our business relationship" never will. Internal circulation is limited to people who need the information for that purpose and who are themselves bound to confidentiality.
Exclusions
Standard carve-outs: information that is public, already lawfully known, independently developed, or must be disclosed by law or to an authority. These are not loopholes; without them the agreement would be unworkable and a court would read them in anyway.
Return and deletion
Material is returned or deleted on request, and at the latest when the talks end, with a carve-out for legally required retention. The practical value is the defined moment: the duty arises on its own when the project dies, whether or not anyone remembers to ask.
Contractual penalty
The optional penalty clause is the most consequential decision in the document. Proving the amount of your loss after a confidentiality breach is usually the hardest part of the case; a contractual penalty under Art. 160 ff. CO is due without proof of loss, subject to judicial reduction if excessive (Art. 163 CO). Set the amount with the counterparty and the stakes in mind. A number that is obviously theatrical invites the reduction it fears.
Term and survival
The template separates the disclosure period from the confidentiality period: you stop exchanging information when the talks end, but the duty to keep what you received confidential runs longer. Match the survival period to how long the information stays sensitive.
Governing law and jurisdiction
Swiss law, with an agreed, defined forum: in a mutual NDA both sides disclose, so the forum has to be named rather than derived. If your counterparty is abroad, the enforcement question deserves more thought than the boilerplate suggests, and this clause is where a lawyer earns their fee.