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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."
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
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
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
Disclosing Party
Receiving Party
Permitted Purpose
Representatives
Affiliate
Business Opportunity
Circumvention
Confidential Materials
Disclosures
Effective Date
Group
Information
Intellectual Property Rights
Non-Circumvention Period
Permitted Disclosees
Project
Protected Business
Related Persons
Security Requirements
Trade Secrets
Unauthorized Use
Working Day
Business Relationship
Confidentiality Period
Direct Contact
Indirect Contact
Protected Party
Restricted Activities
Third Party
Confidentiality Obligations
Non-Use Obligations
Non-Circumvention
Information Protection
Permitted Disclosures
Return of Information
Data Protection
Duration and Survival
Intellectual Property
Non-Solicitation
Breach and Remedies
Injunctive Relief
Indemnification
Governing Law
Jurisdiction
Assignment
Notices
Entire Agreement
Severability
Amendment
Waiver
Force Majeure
Costs
Counterparts
Third Party Rights
Recognition of Rights
Termination
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
Legal
Business Development
Executive Leadership
Research and Development
Corporate Strategy
Mergers and Acquisitions
Innovation
Operations
Procurement
Compliance
Information Technology
Product Development
Strategic Partnerships
Investment
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
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