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Model Non Disclosure Agreement

Model Non Disclosure Agreement Template for Switzerland

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Key Requirements PROMPT example:

Model Non Disclosure Agreement

"I need a Model Non-Disclosure Agreement under Swiss law for a technology startup sharing sensitive AI algorithms with potential investors, with special emphasis on intellectual property protection and data security requirements."

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Document background
This Model Non-Disclosure Agreement is designed for use in business relationships where parties need to share sensitive or proprietary information while ensuring legal protection under Swiss law. It serves as a template that can be customized for various business contexts, from potential investments and joint ventures to supplier relationships and consulting arrangements. The document incorporates requirements from the Swiss Code of Obligations, Swiss Federal Act on Data Protection, and other relevant Swiss legislation. This Model Non-Disclosure Agreement includes comprehensive provisions for defining confidential information, establishing handling procedures, and outlining remedies for breach, while maintaining alignment with Swiss legal principles and business practices. It is particularly suitable for both domestic Swiss transactions and international business relationships where Swiss law is chosen as the governing law.
Suggested Sections

1. Parties: Identification and details of the disclosing and receiving parties

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

3. Definitions: Definition of confidential information, affiliated entities, and other key terms

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and marking requirements

5. Obligations of Receiving Party: Core confidentiality obligations, standard of care, and permitted uses of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

7. Term and Survival: Duration of the agreement and survival of obligations after termination

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

9. Remedies: Available remedies in case of breach, including injunctive relief

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

11. Execution: Signature blocks and execution details

Optional Sections

1. Data Protection Compliance: Additional provisions for compliance with Swiss Federal Act on Data Protection when personal data is involved

2. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business relationship

3. Export Control: Provisions regarding compliance with export control laws when applicable

4. Intellectual Property Rights: Clarification that no IP rights are transferred through the disclosure of confidential information

5. Assignment: Rules regarding the ability to assign rights and obligations under the agreement

6. Notices: Formal requirements for sending notices between parties

7. Force Majeure: Provisions for handling circumstances beyond parties' control

8. Third Party Rights: Provisions regarding rights of third parties under the agreement

Suggested Schedules

1. Schedule 1 - Description of Purpose: Detailed description of the business purpose for which confidential information is shared

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Requirements: Specific security measures required for handling confidential information

4. Schedule 4 - Categories of Confidential Information: Detailed list or categories of information considered confidential under the agreement

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 legal definitions
Confidential Information
Affiliate
Agreement
Authorized Purpose
Authorized Representative
Business Day
Disclosing Party
Effective Date
Group
Information
Intellectual Property Rights
Notice
Party/Parties
Personal Data
Professional Advisers
Receiving Party
Representatives
Residual Information
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
Working Hours
Permitted Disclosees
Related Persons
Confidentiality Obligations
Proprietary Information
Excluded Information
Controlled Persons
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Research & Development

Pharmaceuticals

Biotechnology

Industrial

Consumer Goods

Energy

Telecommunications

Real Estate

Education

Consulting

Relevant Teams

Legal

Compliance

Business Development

Research & Development

Executive Leadership

Human Resources

Procurement

Finance

Operations

Information Technology

Corporate Development

Intellectual Property

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Counsel

Compliance Officer

Business Development Manager

Project Manager

Research Director

Chief Technology Officer

Chief Financial Officer

HR Director

Procurement Manager

Investment Manager

Operations Director

Contract Manager

Innovation Manager

Partnership Manager

Industries
Swiss Code of Obligations (CO): Primary source of contract law in Switzerland (Articles 1-40 for contract formation, Articles 97-109 for breach of contract). Governs the basic principles of contract formation, validity, and enforcement.
Swiss Federal Act on Data Protection (FADP): Regulates the processing of personal data by private persons and federal bodies. Relevant for NDAs that may involve the handling of personal information.
Swiss Federal Act against Unfair Competition (UCA): Article 6 specifically protects trade secrets and prohibits their exploitation or disclosure. Provides additional legal basis for confidentiality protection.
Swiss Criminal Code: Article 162 makes it a criminal offense to disclose manufacturing or trade secrets that one is legally or contractually obliged to keep.
Swiss Employment Act: Articles 321a and 321d of the Code of Obligations specifically address employee confidentiality obligations, relevant if the NDA involves employees.
Swiss Federal Act on International Private Law (PILA): Relevant for international NDAs, determining applicable law and jurisdiction in cross-border situations.
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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