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Business Disclosure Agreement

Business Disclosure Agreement Template for Switzerland

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Key Requirements PROMPT example:

Business Disclosure Agreement

"I need a Business Disclosure Agreement under Swiss law for sharing proprietary software development information with a potential strategic partner, including specific provisions for source code protection and restrictions on reverse engineering."

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Document background
The Business Disclosure Agreement is essential for business relationships where confidential or proprietary information needs to be shared between parties. This document, governed by Swiss law, is particularly valuable due to Switzerland's strong legal framework for protecting business secrets and data privacy. It should be used whenever parties intend to share sensitive business information, technical knowledge, or trade secrets during business discussions, due diligence processes, or potential collaborations. The agreement incorporates provisions from key Swiss legislation, including the Code of Obligations and Federal Act on Data Protection, while addressing specific requirements for international business relationships. It provides comprehensive protection for both disclosing and receiving parties, with clear obligations and enforcement mechanisms under Swiss jurisdiction.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details as per Swiss commercial register requirements

2. Background: Context of the business relationship and purpose of sharing confidential information

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Authorized Purpose', and 'Representatives'

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

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement

7. Security Measures: Required security measures for protecting 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 survival of obligations

10. Breach and Remedies: Consequences of breach and available remedies under Swiss law

11. General Provisions: Standard clauses including notices, amendments, and severability

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

Optional Sections

1. Reverse Engineering Prohibition: Additional clause prohibiting reverse engineering of any technical information - relevant for technical or product-related disclosures

2. Data Protection Compliance: Specific provisions for compliance with Swiss Federal Act on Data Protection - required when personal data is involved

3. Non-Solicitation: Restrictions on soliciting employees or customers - relevant for business relationship protection

4. Intellectual Property Rights: Clarification of IP ownership and rights - important when technical or creative information is shared

5. Export Control: Compliance with export control regulations - necessary for international business relations

6. Competition Law Compliance: Specific provisions ensuring compliance with competition laws - relevant when sharing market-sensitive information

Suggested Schedules

1. Schedule 1 - Description of Purpose: Detailed description of the authorized purpose for information sharing

2. Schedule 2 - Categories of Confidential Information: Specific listing of types of confidential information covered

3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information

4. Schedule 4 - Authorized Representatives: List of authorized representatives who may access the confidential information

5. Appendix A - Form of Acknowledgment: Template for representatives to acknowledge confidentiality obligations

6. Appendix B - Data Processing Terms: Specific terms for handling personal data under Swiss law

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 and Software

Financial Services

Manufacturing

Healthcare and Pharmaceuticals

Professional Services

Research and Development

Telecommunications

Biotechnology

Industrial Engineering

Consumer Goods

Energy and Utilities

Aerospace and Defense

Relevant Teams

Legal

Compliance

Business Development

Research and Development

Procurement

Executive Leadership

Information Technology

Innovation

Corporate Strategy

Operations

Finance

Intellectual Property

Information Security

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Chief Technology Officer

Research Director

Project Manager

Procurement Manager

Innovation Manager

Contract Manager

Chief Financial Officer

Chief Operating Officer

Head of Compliance

IP Manager

Strategic Partnership Director

Industries
Swiss Code of Obligations (OR/CO): The primary source of contract law in Switzerland, particularly Articles 394-406 governing mandate agreements and Articles 418a-418v on agency contracts. It provides the basic framework for contractual obligations and confidentiality duties.
Swiss Federal Act on Data Protection (FADP/DSG): Regulates the protection of personal data and privacy rights, which is crucial when confidential information includes personal data of employees, customers, or business partners.
Swiss Federal Act against Unfair Competition (UWG/UCA): Article 6 specifically protects trade secrets and prohibits their exploitation or disclosure. This is essential for enforcement of confidentiality obligations.
Swiss Criminal Code (StGB): Article 162 criminalizes the disclosure of manufacturing or trade secrets, providing additional protection and deterrence against breaches of confidentiality.
Swiss Civil Code (ZGB): Contains general principles of law including good faith (Article 2), which is particularly relevant for interpreting and enforcing confidentiality obligations.
Federal Act on Cartels and Other Restraints of Competition: Relevant when the disclosure agreement involves competitive information or could impact market competition.
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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