Non-Disclosure Agreement (NDA) – Swedish Word/PDF + English reference + guide

Non-Disclosure Agreement (NDA) – Swedish master template under Swedish law for companies and organizations that need to share sensitive information in connection with, for example, partnerships, procurement, due diligence, product development, or business negotiations. The package includes the Swedish master version, a Swedish user guide, an English reference version, and an English guide – all in both Word and PDF formats.

What's included

Swedish Mutual Non-Disclosure Agreement – DOCX + PDF	13 sections covering purpose, confidential information, exceptions, security, mandatory disclosure, incidents, return/deletion, liability, and signatures.
Swedish User Guide – DOCX + PDF	Step-by-step guidance on parties, purpose, types of information, agreement term, trade secrets, GDPR, and penalties.
English reference – DOCX + PDF	English reference version governed by Swedish law.
English User Guide – DOCX + PDF	English guidance on the same Swedish legal framework.

A total of 8 customer files. The Word versions are editable and the PDF versions are searchable A4 documents. The product is delivered digitally.

What is a mutual non-disclosure agreement?

This is a mutual NDA, meaning both parties can be both the disclosing and receiving party. Each party commits to protecting the other party's confidential information and using it only for the expressly stated purpose.

The template is therefore particularly suitable for situations where two companies exchange information during a project, a potential business deal, supplier assessment, investment, due diligence, or technical collaboration.

What can be subject to confidentiality?

Examples of data that may be covered include:

• business plans, calculations, forecasts, margins, and non-public pricing,
• customer and supplier information,
• product plans, drawings, specifications, and prototypes,
• software, source code, and technical documentation,
• unpublished research, development, and strategies,
• non-public negotiations regarding the relevant business purpose.

The template covers both information explicitly marked as confidential and information that, based on its content and circumstances, should reasonably be understood as confidential.

Not all confidential information is automatically a trade secret

The Trade Secrets Act (2018:558) sets specific requirements for what constitutes a statutory trade secret. The information must, among other things, concern business or operational conditions, not be generally known or easily accessible, have been subject to reasonable secrecy measures, and be such that disclosure would likely cause competitive harm.

An NDA can simultaneously provide contractual protection for information even when it does not meet all the legal criteria for a trade secret. This distinction is explicitly stated in the new template.

Important limitation: crimes and serious misconduct

GDPR – an NDA is not the same as a data processing agreement

An NDA limits how confidential information may be used and shared. However, it does not in itself create a legal basis for the processing of personal data and does not replace a data processing agreement (DPA) under Article 28 of the GDPR.

If one party processes personal data on behalf of the other party, the roles must be analyzed separately and a proper data processing agreement may be required.

Confidentiality is not automatically a non-compete clause

A non-disclosure agreement limits the unauthorized use and disclosure of certain information. It does not automatically prohibit a party from working for a competitor, starting a competing business, or engaging in lawful competition.

Non-compete clauses are a different type of restriction and are covered by, among other things, Section 38 of the Contracts Act. Unreasonable contract terms may also be adjusted or disregarded according to Section 36.

Agreement term and continued confidentiality

The standard version contains editable starting points of a 12-month agreement term and 3 years of confidentiality from the most recent relevant disclosure. These are contractual proposals – not statutory deadlines and no guarantee of enforceability.

For information that actually constitutes a statutory trade secret, the template also states that the confidentiality obligation may persist as long as the information retains that status and the limitation is consistent with applicable law.

Penalties for breach

The template does not automatically promise damages, injunctions, or compensation for all costs. The consequences of a breach depend on the agreement, which information was affected, the degree of negligence or intent, and which legal rules are applicable.

For certain attacks on trade secrets, the Trade Secrets Act may provide the right to damages and injunctions. The new template therefore distinguishes between breach of contract and statutory remedies.

Return and deletion

When the purpose has ended or upon written request, the recipient shall, according to the standard text, return or delete reasonably accessible confidential material within an editable deadline. Exceptions exist for material that must be preserved by law, documented compliance requirements, and standard inaccessible backups.

When is the template suitable?

• Two companies want to discuss a potential partnership.
• Both parties will disclose sensitive information.
• A company and a supplier need to exchange commercial or technical data.
• The parties are conducting due diligence or negotiations.
• You need a Swedish master version but also an English reference.

When should you use another or a more individual agreement?

• Only one party is to disclose information – a unilateral NDA may be more appropriate.
• The agreement is to be used primarily against an employee.
• You need non-compete clauses, non-solicitation clauses, exclusivity, or far-reaching IP rules.
• You need a separate GDPR data processing agreement.
• The relationship is international and foreign mandatory law or other dispute resolution is to be applied.
• You want to use specific liquidated damages, arbitration, or customized security requirements.

How to use the template

1. Fill in the full company names, organization numbers, and authorized signatories.
2. Define a concrete business purpose.
3. Customize which categories of information are to be covered.
4. Decide which employees, advisors, and contractors may have access to the information.
5. Check the agreement term, confidentiality period, and deadline for return/deletion.
6. Assess GDPR and any separate data processing regulations.
7. Remove all editing instructions and placeholders before signing.
8. Ensure signatory rights and save signed copies.
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English reference included

The English version follows the same basic structure and is expressly governed by Swedish law. It is included for internal review or communication with English-speaking parties, but is not marketed as a British, American, or universal international NDA.

Related templates

• Mutual Non-Disclosure Agreement – English-first sister product

Frequently asked questions

Is this a unilateral or mutual NDA?

It is mutual. Both parties can disclose and receive confidential information.

Must the non-disclosure agreement be witnessed?

There is generally no specific legal requirement for witnesses for an ordinary business NDA. Evidence of identity, authorization, and the content of the agreement is, however, important.

Can the NDA be signed electronically?

For an ordinary business NDA, there is generally no specific formal requirement that excludes electronic signing. However, ensure identity, signatory rights, and a reliable audit trail.

Does the agreement make all information trade secrets?

No. The law's criteria for a trade secret are assessed separately.

Can the agreement stop whistleblowing?

No. The template contains explicit exceptions for protected reporting, statutory obligations, and reporting of crimes or serious misconduct.

Do we also need a GDPR agreement?

If one party is a data processor for the other, a separate data processing agreement under Article 28 of the GDPR may be required.

Is there an automatic liquidated damages clause?

No. The standard version does not contain a fixed automatic liquidated damages clause. Such terms should be adapted based on the relationship, risk, and proportionality.

Legal references

Trade Secrets Act (2018:558), as amended up to SFS 2025:1281; Contracts Act (1915:218), particularly Sections 36 and 38; the Act (2021:890) on the protection of persons reporting misconduct; GDPR and the Swedish Authority for Privacy Protection (IMY) guidance on data processing agreements.

General documentation support based on Swedish law, reviewed October 7, 2026. The template does not replace individual legal advice and does not guarantee a specific legal or financial outcome.