A sekretessavtal, the Swedish term for a non-disclosure agreement (NDA), is a contract in which one or both parties agree to keep specified information confidential and not use it for any purpose outside what was agreed. It is one of the first documents most founders, consultants, and businesses in Sweden sign before sharing anything sensitive, a pitch deck, source code, customer data, or a product idea, with an outside party.
Sweden does not have a single dedicated NDA statute. Confidentiality obligations are instead enforced as ordinary contract terms under general Swedish contract law, alongside the Trade Secrets Act (lag om företagshemligheter, 2018:558), which gives some baseline protection to genuine trade secrets even without a signed agreement. A well-drafted sekretessavtal still matters a great deal, because it defines exactly what counts as confidential, for how long, and what happens if it leaks, things the statutory minimum does not cover.
What does a sekretessavtal typically cover?
A Swedish NDA usually defines what counts as confidential information (often broadly: business plans, financials, technical data, customer lists, anything marked or reasonably understood as confidential), who the obligation applies to (one-way, where only one party discloses, or mutual, where both do), how long the duty lasts after the relationship ends (commonly two to five years, sometimes indefinitely for trade secrets), and carve-outs for information that was already public, already known to the receiving party, or independently developed. It will also typically state what happens on breach, for example a right to an injunction and damages, and sometimes a fixed penalty (vite) per breach to avoid having to prove exact financial loss in court.
When do you need one?
Common situations include sharing a business idea or pitch deck with a potential investor or partner, bringing on a freelance developer or consultant who will see source code or customer data, negotiating a deal where due diligence requires opening your books, or onboarding an employee who will handle trade secrets (often folded into the employment contract itself rather than a separate document). As a rule of thumb: if leaking the information would meaningfully hurt your business, get a signed sekretessavtal before you share it, not after.
Is it enforceable in Sweden?
Yes, a clearly drafted, signed sekretessavtal is enforceable as an ordinary contract under Swedish law, and Swedish courts generally respect confidentiality clauses as long as they are reasonably specific about what is protected and for how long. An NDA that is so broad it tries to cover information that is genuinely public, or that runs for an unreasonably long time with no legitimate business reason, risks being narrowed or struck down by a court. Specificity is what makes an NDA enforceable in practice, not just the fact that it was signed.
Common mistakes
The most frequent issues we see: using a one-way NDA when the arrangement is actually mutual (both sides are sharing something sensitive); defining "confidential information" so vaguely that it is hard to prove what was actually breached; forgetting to specify the duration, leaving it unclear whether the obligation ever ends; and signing an NDA after the sensitive information has already been shared, which is far weaker protection than agreeing terms first. For cross-border arrangements, also check which country's law and courts the agreement names, since that affects how (and where) it can actually be enforced.
FAQ
Is an NDA legally required before discussing a business idea in Sweden?
No, it is not legally required, but it is strongly recommended whenever you are sharing something genuinely sensitive with someone outside your organisation. Without one, you rely only on the general Trade Secrets Act, which protects genuine trade secrets but is harder to invoke and narrower than a tailored contractual NDA.
What is the difference between a one-way and a mutual NDA?
A one-way (unilateral) NDA protects information disclosed by only one party, typical when a founder shares an idea with an investor. A mutual NDA protects information disclosed by both parties, more common in partnership negotiations or supplier relationships where both sides will see something sensitive.
How long does an NDA last in Sweden?
There is no fixed statutory duration, it is whatever the contract specifies. Two to five years after the relationship ends is common for general business information; genuine trade secrets are sometimes protected for as long as they remain secret. An NDA with no end date at all is harder to defend in court if challenged as unreasonable.
Can I use an NDA instead of an employment contract to protect trade secrets?
No. For employees, confidentiality is normally built into the employment contract itself, alongside statutory protection under the Trade Secrets Act. A separate sekretessavtal is mainly used for non-employees: investors, consultants, freelancers, and prospective partners who are not otherwise bound by an employment relationship.
