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Consultant NDA
"I need a Consultant NDA under Swiss law for a technology consultant who will be accessing our source code and product development plans starting March 2025; the agreement should include strong IP protection clauses and data security requirements."
1. Parties: Identification of the disclosing party (company) and receiving party (consultant), including full legal names and addresses
2. Background: Context of the consulting relationship and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Consulting Services', 'Permitted Purpose', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the consulting relationship
5. Confidentiality Obligations: Core obligations regarding the protection, non-disclosure, and restricted use of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to approved representatives and when required by law
7. Security Measures: Required measures for protecting confidential information, including physical, electronic, and procedural safeguards
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Term and Survival: Duration of the agreement and survival of obligations after termination
10. Intellectual Property Rights: Protection of IP rights and ownership of any developments during the consulting relationship
11. Remedies: Available remedies in case of breach, including injunctive relief and damages
12. General Provisions: Standard clauses including governing law (Swiss law), jurisdiction, amendments, and notices
1. Non-Competition: Restrictions on competitive activities, used when consultant may have access to highly sensitive competitive information
2. Data Protection Compliance: Specific provisions addressing FADP compliance, required when personal data processing is involved
3. Third Party Disclosure: Additional provisions for cases where consultant needs to share information with subcontractors or team members
4. International Transfer of Information: Required when consultant will access or transfer confidential information across borders
5. Consultant Personnel: Used when consultant works with a team or employees who will also need access to confidential information
6. Insurance Requirements: Specific insurance obligations for consultant, used in high-risk or regulated industries
7. Audit Rights: Company's right to audit consultant's compliance, used in regulated industries or for highly sensitive information
1. Schedule 1 - Scope of Consulting Services: Detailed description of the consulting services to be provided
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed
4. Schedule 4 - Types of Confidential Information: Detailed categorization of confidential information covered
5. Appendix A - Data Processing Requirements: Specific requirements for handling personal data under Swiss law
6. Appendix B - Approved Subcontractors: List of pre-approved subcontractors or third parties, if applicable
Authors
Affiliate
Authorized Purpose
Authorized Representative
Company
Confidential Information
Consulting Services
Consultant
Disclosing Party
Effective Date
Group
Intellectual Property Rights
Personnel
Permitted Recipients
Project
Receiving Party
Representatives
Residual Information
Security Requirements
Services
Subsidiary
Term
Third Party
Trade Secrets
Non-Disclosure
Permitted Use
Information Security
Return of Information
Data Protection
Intellectual Property
Non-Competition
Term and Termination
Governing Law
Dispute Resolution
Remedies
Indemnification
Assignment
Severability
Entire Agreement
Amendment
Notices
Force Majeure
Third Party Rights
Counterparts
Survival
Representations and Warranties
Consultant Obligations
Access Rights
Audit Rights
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Pharmaceuticals
Telecommunications
Energy
Consumer Goods
Industrial
Education
Real Estate
Biotechnology
Software Development
Management Consulting
Legal
Human Resources
Procurement
Executive Leadership
Operations
Information Technology
Finance
Compliance
Risk Management
Project Management Office
Business Development
Research & Development
Strategy
Information Security
Chief Executive Officer
Chief Financial Officer
Head of Procurement
Legal Counsel
HR Director
Project Manager
Operations Director
Chief Technology Officer
Business Development Manager
Procurement Officer
Contract Manager
Risk Manager
Compliance Officer
Department Head
Strategy Director
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