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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."
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
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
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
Permitted Purpose
Authorized Representatives
Affiliate
Losses
Claims
Indemnified Parties
Disclosing Party
Receiving Party
Representatives
Trade Secrets
Proprietary Information
Confidentiality Breach
Permitted Disclosures
Security Requirements
Data Protection Laws
Personal Data
Effective Date
Confidentiality Period
Indemnification Period
Force Majeure Event
Business Day
Intellectual Property Rights
Group
Material Breach
Professional Advisers
Relevant Jurisdiction
Security Measures
Third Party Rights
Commercially Reasonable Efforts
Competent Authority
Damages
Dispute
Excluded Information
Protected Data
Non-Disclosure
Indemnification
Data Protection
Information Security
Return of Information
Permitted Disclosures
Term and Termination
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notices
Entire Agreement
Severability
Amendments
Third Party Rights
Costs
Counterparts
Survival
Waiver
Remedies
Representatives
Security Measures
Duration
Intellectual Property
Breach Notification
Insurance
Financial Services
Technology
Pharmaceuticals
Manufacturing
Professional Services
Healthcare
Biotechnology
Research & Development
Defense
Energy
Telecommunications
Consumer Goods
Industrial Technology
Software Development
Consulting
Legal
Compliance
Executive Leadership
Risk Management
Information Security
Research & Development
Corporate Development
Intellectual Property
Data Protection
Operations
Finance
Business Development
Procurement
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
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