Indemnity Confidentiality Agreement Template for Switzerland

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Key Requirements PROMPT example:

Indemnity Confidentiality Agreement

"I need an Indemnity Confidentiality Agreement for a Swiss technology company sharing AI algorithms with a U.S.-based partner, with strong data protection provisions and specific indemnification for intellectual property breaches."

Document background
The Indemnity Confidentiality Agreement is essential in business relationships where sensitive information needs to be shared while maintaining robust protection mechanisms. This document type is particularly relevant under Swiss law, which provides strong protection for business secrets and personal data. It is commonly used in scenarios such as business negotiations, joint ventures, consulting arrangements, or technology partnerships where one party needs to disclose confidential information to another while seeking protection against potential misuse or unauthorized disclosure. The agreement includes both non-disclosure provisions and indemnification clauses, providing the disclosing party with both preventive protection and remedial measures in case of breach. The Swiss legal framework, particularly through the Code of Obligations and Federal Data Protection Act, offers strong enforcement mechanisms for such agreements.
Suggested Sections

1. Parties: Identification and details of the parties entering into the agreement

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

3. Definitions: Definitions of key terms used throughout the agreement, including 'Confidential Information', 'Permitted Purpose', and 'Indemnified Parties'

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

5. Permitted Uses and Disclosures: Specified circumstances under which confidential information may be used or disclosed

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

7. Indemnification: Scope and extent of indemnification obligations, including covered losses and procedures

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

9. Term and Termination: Duration of the agreement and circumstances for termination

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

11. General Provisions: Standard contractual provisions including severability, amendments, and entire agreement

Optional Sections

1. Data Protection Compliance: Specific provisions for compliance with Swiss data protection laws, required when personal data is involved

2. Third Party Rights: Provisions regarding rights of third parties, needed when confidential information of third parties is involved

3. Insurance Requirements: Specific insurance obligations related to the indemnification, used for high-value or high-risk agreements

4. Authorized Representatives: Designation of specific individuals authorized to handle confidential information, useful for complex organizations

5. Dispute Resolution: Alternative dispute resolution procedures, recommended for international agreements

6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term agreements

Suggested Schedules

1. Schedule 1 - Categories of Confidential Information: Detailed listing and classification of confidential information covered by the agreement

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

3. Schedule 3 - Authorized Recipients: List of individuals or entities authorized to receive confidential information

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for additional parties who may need access to confidential information

5. Appendix B - Data Processing Requirements: Specific requirements for processing personal data under Swiss law, if applicable

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

Technology & Software

Financial Services

Healthcare & Pharmaceuticals

Manufacturing

Professional Services

Research & Development

Biotechnology

Engineering

Telecommunications

Energy & Utilities

Relevant Teams

Legal

Compliance

Risk Management

Executive Leadership

Information Security

Research & Development

Business Development

Operations

Finance

Information Technology

Procurement

Corporate Development

Relevant Roles

Chief Legal Officer

Legal Counsel

Compliance Officer

Risk Manager

Chief Executive Officer

Chief Technology Officer

Business Development Director

Project Manager

Research Director

Information Security Officer

Contract Manager

Chief Financial Officer

Operations Director

Innovation 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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