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IP contracts

Confidentiality agreement (NDA)

A confidentiality agreement stipulates that any information exchanged during negotiations or collaboration must not be disclosed to third parties without the other party’s explicit consent.

In many situations, an inventor or company must share sensitive information with potential partners or investors before filing a patent application. In such cases, an NDA is essential to prevent unauthorized disclosure. It protects trade secrets during the early stages of developing an invention or when specific processes are intended to remain confidential indefinitely (e.g., internal manufacturing methods).

While a patent grants an exclusive monopoly, an NDA does not. Instead, it allows the disclosing party to take legal action if confidential information is revealed improperly and to seek compensation for resulting losses. Proving damages can be complex, which is why it is highly recommended to include a penalty clause that ensures automatic financial compensation in the event of a breach.

A downloadable NDA template is provided as an example of a typical confidentiality agreement. It should be adapted to each specific situation — we encourage you to contact us before using it to ensure it suits your needs.

License agreement

A license agreement grants the licensee the right to use or commercially exploit an intellectual property asset in return for compensation, while the licensor retains ownership of the IP.
Unlike an assignment, a license does not transfer ownership—only usage rights.

There are two main types of licenses:

• Exclusive license
  The licensor agrees not to grant third parties usage rights and may also agree not to exploit the invention personally.
• Non-exclusive (simple) license
  The licensor retains the right to use the invention and may grant similar rights to third parties.

Assignment of IP rights

An assignment agreement transfers ownership of an intellectual property right from the assignor to the assignee.
Under Swiss law (Art. 33 para. 2bis PatA), the transfer of a patent or patent application must be made in writing, although the transfer of the underlying patent right (Art. 3 PatA) does not require written form.

Many non-specialists confuse licensing with assignment. A simple analogy helps clarify the difference:

• A license is like a lease — granting the right to use a property.
• An assignment is like a sale — transferring full ownership.

Research and development (R&D) contracts

A research contract engages a researcher or institution to investigate a scientific or technical problem and deliver the results to the client.

A development contract focuses on creating a product, tool, or technical solution.

In Switzerland, R&D contracts are prevalent in collaborations between universities and industrial partners who fund research projects.
These agreements must clearly define:

• Ownership and transfer of intellectual property rights arising from the project
• Usage rights for pre-existing intellectual property owned by each party
• Conditions governing scientific publications related to the project results

Properly structuring these elements is essential to ensure clear rights, fair collaboration, and effective commercialization of innovations.