Are NDAs legally binding in Sweden?

Yes. A non-disclosure agreement is a contract governed by general contract law and the Contracts Act (Avtalslagen, 1915:218), so a written, signed NDA is enforceable. Swedish practice favours precise drafting, so the confidential information should be defined clearly rather than in vague catch-all terms. Alongside the contract, the Trade Secrets Act (2018:558) protects a company's trade secrets even without an NDA, so the contract and the statute work together, with the NDA adding clear definitions, duration and remedies.

What does the Swedish Trade Secrets Act protect?

The Trade Secrets Act (Lag om foretagshemligheter, 2018:558), which implemented the EU Trade Secrets Directive, protects a company's trade secrets against unlawful acquisition, use or disclosure, and provides remedies including damages and injunctive relief. This protection applies even without an NDA, so genuine trade secrets can be defended independently of any contract. An NDA builds on this statutory floor by defining what the parties treat as confidential, how long the duty lasts, and the contractual remedies for breach.

How long should a Swedish NDA last?

The parties set the term, and a defined period such as three to five years after disclosure is common, with a longer period for genuine trade secrets. Avoid an open-ended duty. A good approach is to combine a fixed contractual term with a statement that information qualifying as a trade secret under the Trade Secrets Act remains protected for as long as it qualifies, which gives you certainty in the contract and a longer statutory shield for the most sensitive information.

Are liquidated damages enforceable in a Swedish NDA?

A liquidated-damages amount can be included and gives a clear figure for a breach, but it should be kept proportionate. Swedish courts can adjust contract terms that are unreasonable under the Contracts Act, so an excessive fixed sum may be reduced. It is wise to pair any liquidated amount with a right to claim actual damages and to seek injunctive relief, because for a disclosed secret an injunction often matters more than a payment. Keeping the figure realistic makes it more likely to hold up.

Should a Swedish NDA be bilingual?

Where foreign parties are involved, a bilingual Swedish and English NDA is advisable because it reduces the risk of a dispute over the meaning of key terms and makes the document easier to enforce before a Swedish court. You can choose Swedish law and either the courts or arbitration for disputes. How a Swedish court would treat an NDA governed by a foreign law with a Swedish party involved should be checked with Swedish counsel before you rely on a non-Swedish law or forum.

contracts

NDA in Sweden: Template, Key Clauses and Local Law (2026)

Adira EditorialLegal AI desk12 October 20265 min read

What an NDA in Sweden is, and the law behind it A non-disclosure agreement (sekretessavtal or NDA) in Sweden is a contract in which one or both parties agree to keep shared information secret and to use it only for an agreed purpose. Two sources of law sit behind it. The contract itself is governed by general contract law and the Contracts Act (Avtalslagen, 1915:218), which covers formation and validity. Separately, the Trade Secrets Act (Lag om foretagshemligheter, 2018:558), which implemented the EU Trade Secrets Directive, protects a company's trade secrets even without an NDA and provides remedies for unlawful acquisition, use or disclosure. NDAs and confidentiality clauses are the most common contractual tools for protecting know-how in Sweden, often combined with non-use provisions. The NDA defines what is secret and for how long, and the Trade Secrets Act gives a statutory floor of protection for genuine trade secrets. This article is general guidance, not legal advice. Have a Swedish adviser review an NDA before you rely on it. ## What Swedish law expects from an enforceable NDA in 2026 - Writing and precision. A written, signed NDA is standard and advisable for proof. Swedish practice favours precise drafting; vague, catch-all language is a weakness, so define the confidential information clearly.

Purpose, duration and exceptions. State the permitted purpose, a defined duration, and the usual exceptions for information that is public, already known, independently developed or legally required to be disclosed.
Trade Secrets Act works alongside. The Act protects trade secrets independently of any NDA, so genuine secrets can be defended even where a contractual term has lapsed. Draft the NDA to reinforce, not replace, the statutory protection.
Remedies. Spell out remedies, including damages and injunctive relief, and consider a reasonable liquidated-damages amount. Swedish courts can adjust unreasonable contract terms under the Contracts Act, so keep any fixed sum proportionate.
Language. Where foreign parties are involved, a bilingual Swedish and English NDA reduces the risk of a dispute over meaning.
Governing law and forum. You can choose Swedish law and either the courts or arbitration. How a Swedish court treats a foreign-law NDA with a Swedish party should be checked with local counsel. ## Swedish NDA template Copy the block below and fill the bracketed fields. This is a mutual NDA; delete the mutual wording if only one side discloses. ``` NON-DISCLOSURE AGREEMENT (SEKRETESSAVTAL) Made on [DATE] BETWEEN: [PARTY A NAME], [org. number] ("Party A") AND [PARTY B NAME], [org. number] ("Party B") 1. PURPOSE The parties wish to exchange information for [describe the purpose] (the "Purpose"). 2. CONFIDENTIAL INFORMATION "Confidential Information" means information disclosed by one party to the other, in any form, that is marked confidential or that a reasonable person would treat as confidential, including [list main categories], and includes trade secrets within the meaning of the Trade Secrets Act (2018:558). 3. OBLIGATIONS The receiving party keeps the information secret, uses it only for the Purpose, limits access to those who need it and are bound to equivalent duties, and does not use it for its own benefit. 4. EXCEPTIONS The duties do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or must be disclosed by law or authority (with notice where allowed). 5. DURATION The confidentiality duty lasts for [N] years from each disclosure. Trade secrets remain protected under the Act for as long as they qualify. 6. REMEDIES Breach entitles the disclosing party to damages and injunctive relief. [A liquidated amount of [sum] applies per breach, kept proportionate.] 7. RETURN OR DESTRUCTION On request or at the end of the Purpose, the receiving party returns or destroys the information and copies. 8. GOVERNING LAW AND DISPUTES Swedish law governs. Disputes go to [the courts of [city] / arbitration]. Signed: Party A ____________ Party B ____________ Name / date Name / date

- **Duration (clause 5).** A defined contractual term, plus a note that trade secrets stay protected under the Act while they qualify, gives both certainty and a longer statutory shield.
- **Remedies (clause 6).** Injunctive relief is often the most valuable remedy for a secret, because damages rarely undo disclosure. Any fixed liquidated sum should be proportionate, since a Swedish court can adjust an unreasonable term.
- **Exceptions (clause 4).** Keep the standard carve-outs so the duty stays fair and does not reach information the receiver already had or that becomes public. ## Red flags to avoid - Vague, catch-all definitions, which Swedish practice treats as weak.
- An open-ended confidentiality term with no defined duration.
- A disproportionate liquidated-damages figure that a court may adjust.
- No carve-out for disclosures required by law or authority.
- An English-only document where a Swedish party and a Swedish court are involved.
- Assuming the NDA replaces the Trade Secrets Act, when the two should work together. ## Where a contract workspace helps A template gives you a workable Swedish NDA. The real work is keeping the definition precise, matching duration to the type of information, keeping remedies proportionate, and tracking every NDA you have signed so you know what is protected and until when. Drafting an NDA, checking it against the Contracts Act and the Trade Secrets Act, editing a clause in plain language and tracking expiry dates across a portfolio can sit in one AI contract workspace tuned to how your company handles secrets. [Adira](https://adiralaw.com) is built around that shape: it drafts from a template, models the agreement as linked clauses so it can flag an open-ended term or a disproportionate liquidated sum, lets you edit by instruction, and keeps dates on one timeline. Adira is India-first today, and deeper Sweden-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Swedish adviser for the local-law call. The template above is enough to start a fair NDA on its own. Last verified October 2026.

Frequently asked questions

Are NDAs legally binding in Sweden?: Yes. A non-disclosure agreement is a contract governed by general contract law and the Contracts Act (Avtalslagen, 1915:218), so a written, signed NDA is enforceable. Swedish practice favours precise drafting, so the confidential information should be defined clearly rather than in vague catch-all terms. Alongside the contract, the Trade Secrets Act (2018:558) protects a company's trade secrets even without an NDA, so the contract and the statute work together, with the NDA adding clear definitions, duration and remedies.
What does the Swedish Trade Secrets Act protect?: The Trade Secrets Act (Lag om foretagshemligheter, 2018:558), which implemented the EU Trade Secrets Directive, protects a company's trade secrets against unlawful acquisition, use or disclosure, and provides remedies including damages and injunctive relief. This protection applies even without an NDA, so genuine trade secrets can be defended independently of any contract. An NDA builds on this statutory floor by defining what the parties treat as confidential, how long the duty lasts, and the contractual remedies for breach.
How long should a Swedish NDA last?: The parties set the term, and a defined period such as three to five years after disclosure is common, with a longer period for genuine trade secrets. Avoid an open-ended duty. A good approach is to combine a fixed contractual term with a statement that information qualifying as a trade secret under the Trade Secrets Act remains protected for as long as it qualifies, which gives you certainty in the contract and a longer statutory shield for the most sensitive information.
Are liquidated damages enforceable in a Swedish NDA?: A liquidated-damages amount can be included and gives a clear figure for a breach, but it should be kept proportionate. Swedish courts can adjust contract terms that are unreasonable under the Contracts Act, so an excessive fixed sum may be reduced. It is wise to pair any liquidated amount with a right to claim actual damages and to seek injunctive relief, because for a disclosed secret an injunction often matters more than a payment. Keeping the figure realistic makes it more likely to hold up.
Should a Swedish NDA be bilingual?: Where foreign parties are involved, a bilingual Swedish and English NDA is advisable because it reduces the risk of a dispute over the meaning of key terms and makes the document easier to enforce before a Swedish court. You can choose Swedish law and either the courts or arbitration for disputes. How a Swedish court would treat an NDA governed by a foreign law with a Swedish party involved should be checked with Swedish counsel before you rely on a non-Swedish law or forum.

Sources

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NDA in Sweden: Template, Key Clauses and Local Law (2026)

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