Confidentiality agreement for employees – what is the employer allowed to include?

By Mallbutiken · Facts checked September 30, 2026 · Approximately 9 minutes reading

A non-disclosure agreement (NDA) can clarify which information an employee must protect, how it may be used, and what applies when employment ends. However, the agreement should not attempt to turn all knowledge the employee encounters into the employer's secret. Swedish law distinguishes, among other things, trade secrets from an employee's normal experience and skills.

What counts as a trade secret?

The Trade Secrets Act (2018:558) defines a trade secret based on several conditions. Among other things, the information must concern business or operating conditions in a trader's business or the operations of a research institution, not be generally known or easily accessible to those who normally have access to such information, be subject to reasonable measures for keeping it secret, and be of such a nature that its disclosure is likely to cause competitive damage.

This means that the heading "confidential" does not alone create a trade secret. The company must also actually manage the information in a way that demonstrates it is intended to be kept secret.

Examples of information that may be worth protecting

• Non-public pricing and margin structures.
• Customer and supplier information that is not generally available.
• Source code, technical solutions, and security information.
• Product plans, research results, and launch plans.
• Internal calculations, strategies, and negotiation positions.

Whether the information is truly a trade secret is determined by the circumstances of the individual case.

What should an employee non-disclosure agreement contain?

It is often better to describe categories and practical handling rules than to write that "all information regarding the employer is secret." Overly broad clauses become more difficult to understand and enforce.

What is not automatically covered by confidentiality?

The Trade Secrets Act expressly states that an employee's experience and skills acquired during normal professional practice are not trade secrets. An employee therefore takes their general competence with them when employment ends.

Furthermore, information about something that constitutes a crime or other serious misconduct is not a trade secret under the law. Additionally, specific rules regarding reporting, freedom of communication, and whistleblower protection may be relevant.

Does confidentiality apply after employment has ended?

It is possible to agree on continued confidentiality after employment, but the wording needs to be tied to legitimately protectable information and assessed together with the law's rules. The Trade Secrets Act also contains specific provisions regarding an employee's responsibility after employment has ended.

Avoid using the confidentiality clause as a hidden non-compete clause. If the purpose is actually to prevent a former employee from working for a competitor, contacting customers, or recruiting colleagues, these are other restrictions that should be analyzed and regulated separately.

Section 36 of the Contracts Act can be invoked in the case of unreasonable contract terms. Far-reaching clauses should therefore be proportionate and adapted to the role, information, and business needs.

Confidentiality must not be used to stop protected reporting

A non-disclosure agreement should contain clear exceptions for reporting and disclosure required by law or authority decisions. Under certain conditions, the Whistleblowing Act provides protection to persons who report information about misconduct.

If the employer has at least 50 employees, an obligation to have internal reporting channels may apply. Read the guide on whistleblowing policies and reporting procedures.

Confidentiality is not the same as ownership of intellectual property

The fact that an employee must keep information secret does not automatically answer who owns the copyright, program code, design, inventions, or other results. If the issue of rights is important, employment contracts and relevant IP terms should regulate this separately, taking into account applicable law and collective agreements.

This is particularly important when employees produce code, material, or other commercial assets that are to be licensed onward to customers.

AI services and confidentiality

A modern confidentiality policy should state how confidential information may be used in generative AI services. A tool may have different terms for consumer accounts, corporate accounts, logging, model training, and data storage. A general ban on all AI tools is not always effective; an approved tool list and information classification may be more practical.

See what a corporate AI policy should contain.

Offboarding: where confidentiality becomes practical

• Close or change permissions on the final working day.
• Return computers, keys, access cards, and storage media.
• Check for private copies and approved BYOD devices according to applicable rules.
• Retrieve documents and physical information.
• Remind about remaining confidentiality obligations.
• Document which customer and system permissions have been terminated.
• Transfer work material and password ownership securely.

Offboarding should be coordinated between HR, the manager, and IT. A good confidentiality clause does not compensate for open accounts or poor permission management.

Do you need clear confidentiality and offboarding?

Mallbutiken's confidentiality package for employees contains documents for confidentiality, intellectual property, optional restrictive clauses, and offboarding. Delivered in Word/PDF. Price in store: 99 SEK.

See the confidentiality package for employees

Frequently asked questions

Can the employer call all information a trade secret?

No, a contract heading does not change the law's definition. Information needs to be assessed based on its actual characteristics and how it is protected.

Is a non-disclosure agreement the same as a non-compete clause?

No. Confidentiality limits the use and disclosure of certain information. A non-compete clause, on the other hand, limits the ability to compete and needs to be assessed separately.

Can confidentiality prevent an employee from whistleblowing?

A contract clause cannot override applicable protective legislation. Assess the specific reporting according to the Whistleblowing Act and other relevant regulations.