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Acquisition Confidentiality Agreement

Acquisition Confidentiality Agreement Template for Switzerland

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Key Requirements PROMPT example:

Acquisition Confidentiality Agreement

"I need a Swiss law Acquisition Confidentiality Agreement for a potential pharmaceutical company acquisition, with strong IP protection provisions and specific clauses for protecting research data and clinical trial information."

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Document background
The Acquisition Confidentiality Agreement is a crucial document used in the initial stages of merger and acquisition transactions in Switzerland. It serves as a prerequisite for any meaningful due diligence process or substantial transaction discussions, protecting the disclosing party's sensitive business information while allowing necessary evaluation by potential acquirers. This document is particularly important in the Swiss context, where business confidentiality is heavily protected by both civil and criminal law. The agreement typically precedes any detailed discussions or due diligence exercises and must comply with Swiss federal laws, including the Code of Obligations, Data Protection Act, and relevant corporate regulations. It is designed to protect trade secrets, customer information, employee data, and other confidential business information while facilitating necessary disclosure for transaction evaluation purposes.
Suggested Sections

1. Parties: Identification of the disclosing party, receiving party, and any permitted representatives

2. Background: Context of the potential transaction and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Transaction'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core obligations regarding use, protection, and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives or required by law

7. Information Security Measures: Required measures for protecting and securing confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Duration and Survival: Term of the agreement and surviving obligations

10. Remedies: Available remedies in case of breach, including injunctive relief

11. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, used when human capital or customer relationships are crucial

2. Standstill Provisions: Restrictions on acquiring target company shares, used for public company targets

3. Anti-Trust Compliance: Special provisions for competition law compliance, used in deals requiring merger control approval

4. Data Protection Compliance: Specific provisions for handling personal data, used when significant personal data is involved

5. No Representations or Warranties: Disclaimer regarding accuracy of information, used in early-stage discussions

6. Exclusivity: Provisions preventing negotiations with other parties, used when exclusivity is granted

7. Clean Team Arrangements: Special handling of competitively sensitive information, used in deals between competitors

Suggested Schedules

1. Schedule 1 - Defined Confidential Information: Specific list or categories of confidential information covered

2. Schedule 2 - Authorized Representatives: List of permitted representatives who may access confidential information

3. Schedule 3 - Security Protocols: Detailed information security requirements and procedures

4. Schedule 4 - Data Room Rules: Rules and procedures for virtual or physical data room access

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives to sign

6. Appendix B - Destruction Certificate: Template certificate confirming destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Financial Services

Banking

Insurance

Pharmaceuticals

Biotechnology

Manufacturing

Technology

Consumer Goods

Real Estate

Healthcare

Professional Services

Industrial

Telecommunications

Energy

Transportation & Logistics

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Executive Leadership

Risk Management

Compliance

Business Development

Corporate Strategy

Due Diligence

Information Security

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

M&A Director

Legal Counsel

Investment Banker

Due Diligence Manager

Corporate Secretary

Board Member

Finance Director

Business Development Manager

Integration Manager

Risk Management Officer

Compliance Officer

Industries
Swiss Code of Obligations (OR/CO): Primary source of Swiss contract law governing formation, performance and termination of contracts, including Articles 394-406 on confidentiality obligations in agency relationships
Swiss Federal Data Protection Act (FADP/DSG): Regulates the processing and disclosure of personal data, which may be relevant in due diligence processes and information sharing
Swiss Federal Act on Cartels and Other Restraints of Competition: Relevant for merger control provisions and information sharing in the context of acquisitions
Swiss Criminal Code Art. 162: Covers the violation of manufacturing or trade secrets, providing criminal penalties for unauthorized disclosure
Swiss Federal Act on Unfair Competition (UWG): Contains provisions protecting trade secrets and confidential business information, particularly Article 6
Swiss Merger Act (FusG): Governs mergers, acquisitions, and corporate restructurings, including confidentiality obligations during transaction processes
Employment Law provisions in CO (Art. 321a): Addresses employee confidentiality obligations, relevant when dealing with employee-related confidential information
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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