Non Disclosure Non Use And Non Circumvention Agreement Template for Switzerland

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Key Requirements PROMPT example:

Non Disclosure Non Use And Non Circumvention Agreement

"I need a Non Disclosure Non Use And Non Circumvention Agreement under Swiss law for a potential technology partnership with a foreign AI company, where we'll be sharing sensitive algorithmic data and exploring joint development opportunities starting March 2025."

Document background
The Non-Disclosure, Non-Use, and Non-Circumvention Agreement is essential when parties need to share sensitive business information while maintaining strict control over its use and preventing any circumvention of business relationships. This document is particularly relevant in Switzerland's sophisticated business environment, where protection of trade secrets and prevention of unfair competition are paramount. It's commonly used during business negotiations, due diligence processes, potential partnerships, or when exploring joint ventures. The agreement ensures comprehensive protection by not only preventing unauthorized disclosure of confidential information but also restricting its use to specified purposes and preventing parties from bypassing each other in business dealings. The Swiss legal framework provides strong enforcement mechanisms, making this agreement particularly effective for both domestic and international business relationships.
Suggested Sections

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

2. Background: Context of the agreement, nature of the business relationship, and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Circumvention'

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

5. Non-Use Obligations: Restrictions on the use of confidential information solely for the Permitted Purpose

6. Non-Circumvention: Prohibition of bypassing or circumventing the disclosing party in business dealings related to the disclosed information

7. Security Measures: Required measures for protecting and securing confidential information

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

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

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices

Optional Sections

1. Permitted Disclosures: Specific circumstances where disclosure is allowed, such as to professional advisors or by legal requirement

2. Data Protection: Additional provisions when personal data is involved, ensuring FADP compliance

3. Intellectual Property Rights: Clarification of IP ownership and rights when technical or proprietary information is involved

4. Non-Solicitation: Prevents poaching of employees or clients, included when parties have access to internal information

5. Indemnification: Specific indemnity provisions for breach of obligations

6. Insurance: Requirements for insurance coverage, particularly relevant for high-value transactions

7. Survival: Specification of obligations that continue after termination

8. Assignment: Restrictions on assignment of rights and obligations

Suggested Schedules

1. Description of Confidential Information: Detailed list or categories of information covered by the agreement

2. Permitted Purpose: Detailed description of the authorized use of confidential information

3. Security Protocols: Specific security measures and protocols to be followed

4. Authorized Representatives: List of individuals or roles authorized to receive confidential information

5. Notice Details: Contact information and procedures for sending notices

6. Special Handling Requirements: Any specific procedures for handling particularly sensitive information

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 and Software

Financial Services

Manufacturing

Pharmaceuticals and Healthcare

Research and Development

Professional Services

Real Estate

Energy and Utilities

Telecommunications

Retail and Consumer Goods

Industrial Engineering

Biotechnology

Aerospace and Defense

Mining and Natural Resources

Education and Training

Relevant Teams

Legal

Business Development

Executive Leadership

Research and Development

Corporate Strategy

Mergers and Acquisitions

Innovation

Operations

Procurement

Compliance

Information Technology

Product Development

Strategic Partnerships

Investment

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Chief Technology Officer

Chief Financial Officer

Research Director

Project Manager

Investment Manager

Operations Director

Procurement Manager

Strategic Partnership Manager

Innovation Director

Compliance Officer

Corporate Development Manager

Intellectual Property 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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