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Outsourcing NDA

Outsourcing NDA Template for Switzerland

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Key Requirements PROMPT example:

Outsourcing NDA

"I need an Outsourcing NDA under Swiss law for engaging an IT service provider to manage our cloud infrastructure, with standard confidentiality provisions and basic data protection clauses, planned to start in March 2025."

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Document background
This Outsourcing NDA is designed for use in situations where a company (Client) engages an external service provider for outsourcing services while ensuring the protection of confidential information under Swiss law. The document is particularly relevant when sharing sensitive business information, trade secrets, or personal data in the context of outsourcing arrangements. It incorporates specific requirements under Swiss federal legislation, including the Federal Data Protection Act and the Code of Obligations, making it suitable for both domestic and international outsourcing relationships where Swiss law governs. The agreement addresses both the operational aspects of the outsourcing relationship and the stringent confidentiality requirements necessary to protect proprietary information, trade secrets, and personal data.
Suggested Sections

1. Parties: Identification of the contracting parties including full legal names, addresses, and registration details

2. Background: Context of the outsourcing relationship and purpose of the NDA

3. Definitions: Key terms used in the agreement including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Services'

4. Scope of Services: Overview of the outsourcing services to be provided

5. Confidentiality Obligations: Core confidentiality provisions, including use restrictions and protection measures

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed

7. Data Protection: Compliance with Swiss data protection laws and data handling requirements

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

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

10. Breach and Remedies: Consequences of breach and available remedies under Swiss law

11. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes

Optional Sections

1. Intellectual Property Rights: Protection of IP rights when the outsourcing involves creation or use of intellectual property

2. Security Requirements: Specific security measures required for highly sensitive information or regulated industries

3. Audit Rights: Right to audit compliance with confidentiality obligations, particularly relevant for regulated industries

4. Insurance Requirements: Mandatory insurance coverage, particularly for high-risk outsourcing arrangements

5. Business Continuity: Provisions for ensuring service continuity, relevant for critical business functions

6. Subcontracting: Terms governing the use of subcontractors in the outsourcing arrangement

7. Personnel Requirements: Specific requirements for personnel handling confidential information

Suggested Schedules

1. Schedule 1 - Scope of Services: Detailed description of the outsourced services

2. Schedule 2 - Authorized Representatives: List of personnel authorized to access confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information

4. Schedule 4 - Data Processing Terms: Specific terms for personal data processing under Swiss law

5. Schedule 5 - Service Levels: Performance metrics and service levels for the outsourced services

6. Appendix A - Confidential Information Categories: Detailed classification of different types of confidential information

7. Appendix B - Technical Requirements: Technical specifications and requirements for service delivery

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 Industries

Financial Services

Information Technology

Manufacturing

Healthcare

Pharmaceutical

Insurance

Professional Services

Telecommunications

Banking

Research and Development

Biotechnology

Industrial

Consumer Goods

Energy

Relevant Teams

Legal

Procurement

Information Technology

Operations

Compliance

Risk Management

Information Security

Vendor Management

Finance

Business Development

Human Resources

Data Protection

Relevant Roles

Chief Information Officer

Head of Procurement

Legal Counsel

Data Protection Officer

Operations Director

Vendor Management Lead

Chief Technology Officer

Procurement Manager

Outsourcing Manager

Information Security Manager

Compliance Officer

Contract Manager

Project Manager

Risk Manager

Business Development Manager

Chief Financial Officer

Industries
Swiss Federal Data Protection Act (FADP/DSG): Governs the protection of personal data and privacy rights, crucial for outsourcing arrangements involving personal data processing
Swiss Code of Obligations (OR) Art. 394-406: Regulates service contracts and mandate relationships, which typically form the basis for outsourcing agreements
Swiss Code of Obligations (OR) Art. 319-362: Contains provisions on employment contracts, relevant to ensure outsourcing doesn't create hidden employment relationships
Federal Act against Unfair Competition (UWG): Protects trade secrets and prevents unfair business practices, essential for confidentiality provisions
Swiss Criminal Code Art. 162: Addresses the violation of manufacturing or trade secrets, providing criminal law protection for confidential information
FINMA Circular 2018/3: Relevant if the outsourcing involves financial services, setting requirements for outsourcing by banks and insurance companies
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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