Confidentiality Agreement Indemnity Template for Switzerland

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Key Requirements PROMPT example:

Confidentiality Agreement Indemnity

"I need a Confidentiality Agreement Indemnity under Swiss law for a joint venture between our pharmaceutical company and a biotech research firm, with strong protections for our IP and specific indemnification provisions for any unauthorized disclosure of clinical trial data."

Document background
This Confidentiality Agreement Indemnity is designed for situations where parties need to share sensitive or valuable confidential information under Swiss law, with enhanced protection through specific indemnification provisions. It is particularly useful in corporate transactions, joint ventures, or commercial relationships where the potential damage from a confidentiality breach could be substantial. The document incorporates both standard confidentiality provisions and specific indemnification obligations, ensuring that the receiving party not only maintains confidentiality but also accepts clear financial responsibility for any breaches. This type of agreement is especially relevant when dealing with trade secrets, proprietary technology, or sensitive business information in Switzerland, where it must comply with both federal and cantonal laws regarding confidentiality and data protection.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Losses', and other key terms

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

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed

6. Security Measures: Required security measures for protecting confidential information

7. Indemnification: Specific indemnification obligations, including scope, procedure, and limitations

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

9. Term and Termination: Duration of the agreement and termination provisions

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

Optional Sections

1. Intellectual Property Rights: Additional provisions regarding IP rights in confidential information, used when the information includes patents, trademarks, or other IP

2. Data Protection Compliance: Specific provisions for FADP compliance, required when personal data is involved

3. Insurance Requirements: Provisions requiring specific insurance coverage for indemnification obligations, used for high-value agreements

4. Third Party Rights: Provisions regarding the rights of third parties, used when confidential information may belong to or affect third parties

5. Survival: Specific provisions about which obligations survive termination, used in complex agreements

6. Force Majeure: Provisions for extraordinary circumstances, used in long-term agreements

7. Assignment: Provisions regarding the transfer of rights and obligations, used when parties may undergo corporate changes

Suggested Schedules

1. Schedule 1 - Categories of Confidential Information: Detailed list of types of confidential information covered

2. Schedule 2 - Security Requirements: Specific technical and organizational measures required for protecting confidential information

3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

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

5. Appendix B - Data Processing Requirements: Specific requirements for processing 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

Relevant legal definitions
Relevant Industries

Financial Services

Technology

Pharmaceuticals

Manufacturing

Professional Services

Healthcare

Biotechnology

Research & Development

Defense

Energy

Telecommunications

Consumer Goods

Industrial Technology

Software Development

Consulting

Relevant Teams

Legal

Compliance

Executive Leadership

Risk Management

Information Security

Research & Development

Corporate Development

Intellectual Property

Data Protection

Operations

Finance

Business Development

Procurement

Relevant Roles

General Counsel

Legal Director

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Risk Manager

Corporate Secretary

Business Development Director

Research Director

Head of Innovation

Information Security Officer

Data Protection Officer

Chief Operating Officer

Intellectual Property Manager

Contract Manager

Industries
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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