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Basic Non Disclosure Agreement

Basic Non Disclosure Agreement Template for Switzerland

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Key Requirements PROMPT example:

Basic Non Disclosure Agreement

"I need a Basic Non-Disclosure Agreement under Swiss law for discussions with a potential investor in our tech startup, with special attention to protecting our IP and software development roadmap, to be effective from March 1, 2025."

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Document background
This Basic Non-Disclosure Agreement is essential for businesses and individuals operating under Swiss jurisdiction who need to protect confidential information during business discussions, negotiations, or potential collaborations. The document is typically used before sharing sensitive business information, intellectual property, trade secrets, or other confidential data with potential partners, service providers, or other third parties. It includes provisions compliant with Swiss law, particularly the Swiss Code of Obligations and Swiss Federal Act on Data Protection, making it suitable for both domestic and international business relationships. The Basic Non-Disclosure Agreement serves as a foundational document for establishing confidentiality obligations and can be customized based on specific business needs while maintaining its enforceability under Swiss law.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details if companies

2. Background: Brief context of why the NDA is being entered into and the nature of the potential business relationship

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant definitions

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

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

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and when required by law

7. Term and Survival: Duration of the agreement and which obligations survive termination

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

10. Entire Agreement: Standard clause confirming the agreement represents the entire understanding between parties

Optional Sections

1. Data Protection: Additional provisions when confidential information includes personal data subject to Swiss Federal Act on Data Protection

2. Employee and Contractor Obligations: Specific provisions when the NDA covers employees or contractors

3. Intellectual Property Rights: Clarification of IP ownership and rights when confidential information includes IP

4. Non-Solicitation: Optional restrictions on soliciting employees or customers, if relevant to the business relationship

5. Remedies and Injunctive Relief: Specific remedies available under Swiss law for breach of confidentiality

6. Assignment: Rights and restrictions regarding assignment of the agreement to third parties

7. Notice Requirements: Formal procedures for giving notices under the agreement

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list of specific documents, data, or information deemed confidential

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Measures: Specific security protocols and measures required for protecting confidential information

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives or third parties who need access to 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

Technology

Financial Services

Manufacturing

Professional Services

Healthcare

Biotechnology

Real Estate

Retail

Telecommunications

Energy

Construction

Education

Research & Development

Consulting

Media & Entertainment

Relevant Teams

Legal

Business Development

Executive Leadership

Human Resources

Procurement

Research & Development

Investment

Operations

Information Technology

Compliance

Contract Management

Innovation

Strategic Partnerships

Corporate Development

Risk Management

Relevant Roles

Legal Counsel

Business Development Manager

Chief Executive Officer

Chief Financial Officer

Project Manager

Human Resources Director

Procurement Manager

Research Director

Investment Manager

Operations Manager

Chief Technology Officer

Strategic Partnership Manager

Compliance Officer

Contract Administrator

Innovation Manager

Industries
Swiss Code of Obligations (OR/CO): The primary source of contract law in Switzerland, particularly Articles 394-406 governing service agreements and general contract formation principles. It provides the legal framework for creating binding confidentiality obligations.
Swiss Federal Act on Data Protection (FADP): Governs the protection of personal data and privacy rights, which is crucial when confidential information includes personal data of individuals or employees.
Swiss Federal Act against Unfair Competition (UWG): Article 6 specifically protects trade secrets and provides legal remedies against unauthorized disclosure of confidential business information.
Swiss Criminal Code: Article 162 provides criminal penalties for the breach of manufacturing or trade secrets, which can be referenced in NDAs as additional deterrent.
Swiss Civil Code: Contains general principles of Swiss law, including good faith requirements (Article 2) that apply to the interpretation and execution of NDAs.
Swiss Employment Law (Part of Code of Obligations): Articles 321a and 321d specifically address employee duties of confidentiality and loyalty, relevant when the NDA involves employees.
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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