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Subcontractor Confidentiality Agreement

Subcontractor Confidentiality Agreement Template for Switzerland

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Key Requirements PROMPT example:

Subcontractor Confidentiality Agreement

"I need a Subcontractor Confidentiality Agreement for my software development company based in Zurich, specifically to protect our AI algorithms and client data when working with external developers, with extra provisions for cloud storage security and remote access protocols."

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Document background
The Subcontractor Confidentiality Agreement is essential when businesses need to share sensitive information with external service providers while maintaining strict confidentiality controls. This document is particularly crucial in Switzerland, where data protection and business confidentiality are heavily regulated through various federal laws. The agreement should be used whenever a main contractor needs to engage subcontractors who will have access to proprietary information, trade secrets, personal data, or other confidential materials. It incorporates specific requirements under Swiss law, including provisions from the Federal Data Protection Act and Code of Obligations, while addressing international best practices for information security. The document typically includes detailed sections on information handling, security measures, breach reporting, and remedies, making it suitable for both domestic Swiss operations and international business relationships governed by Swiss law.
Suggested Sections

1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and registration details

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

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Authorized Representatives'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care

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

7. Data Protection Compliance: Obligations relating to personal data handling in accordance with Swiss Federal Data Protection Act

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

9. Term and Survival: Duration of the agreement and which provisions survive termination

10. Breach and Remedies: Consequences of breach, including remedies and notification requirements

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

Optional Sections

1. Intellectual Property Rights: Additional provisions protecting IP rights when the confidential information includes patented or copyrighted material

2. Security Protocols: Specific technical and organizational measures required for handling particularly sensitive information

3. Audit Rights: Right to audit subcontractor's compliance with confidentiality obligations, useful for highly regulated industries

4. Insurance Requirements: Obligations to maintain specific insurance coverage for data breach or confidentiality breach scenarios

5. Third Party Rights: Provisions regarding the rights of third parties whose confidential information may be involved

6. Force Majeure: Provisions for handling confidential information in extraordinary circumstances

7. Non-Competition: Additional restrictions on competitive activities, if permitted under the specific circumstances

8. Subcontractor Personnel: Specific requirements for individual employees or representatives handling confidential information

Suggested Schedules

1. Schedule 1 - Categories of Confidential Information: Detailed list of types and categories of confidential information covered

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

3. Schedule 3 - Security Measures and Protocols: Specific technical and organizational security measures required

4. Schedule 4 - Data Processing Requirements: Specific requirements for handling personal data under Swiss law

5. Appendix A - Confidentiality Acknowledgment Form: Template for individual acknowledgments by subcontractor personnel

6. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Information Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Research and Development

Pharmaceuticals

Biotechnology

Construction

Engineering

Defense

Telecommunications

Management Consulting

Software Development

Relevant Teams

Legal

Procurement

Information Security

Compliance

Risk Management

Operations

Information Technology

Human Resources

Supply Chain

Vendor Management

Project Management

Business Development

Relevant Roles

Legal Counsel

Procurement Manager

Project Manager

Contract Manager

Chief Information Security Officer

Data Protection Officer

Compliance Officer

Business Development Manager

Operations Director

Vendor Relations Manager

Risk Manager

Information Security Manager

Chief Technology Officer

Human Resources Director

Supply Chain Manager

Industries
Swiss Code of Obligations (CO): The fundamental law governing contracts in Switzerland, particularly Articles 394-406 regarding service contracts and Articles 319-362 regarding employment contracts which may apply by analogy to subcontractor relationships
Swiss Federal Data Protection Act (FDPA): Regulates the protection of personal data and privacy rights, which may be part of the confidential information being protected
Swiss Federal Act on Cartels and Other Restraints of Competition: Relevant for provisions regarding non-compete clauses and protection of trade secrets in business relationships
Swiss Federal Act on Copyright and Related Rights: Protects intellectual property rights which may be part of the confidential information being shared with subcontractors
Swiss Criminal Code Article 162: Deals with the breach of manufacturing or trade secrets, providing criminal law protection for confidential business information
Swiss Federal Act against Unfair Competition (UCA): Particularly Article 6 which protects against the exploitation or disclosure of confidential information and trade secrets
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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