Boilerplate Non Disclosure Agreement

Boilerplate Non Disclosure Agreement Template for Switzerland

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Key Requirements PROMPT example:

"I need a Boilerplate Non Disclosure Agreement under Swiss law for a potential joint venture discussion starting March 2025, where we'll be sharing sensitive manufacturing processes with three potential partners from the pharmaceutical industry, with special attention to intellectual property protection."

Document background

This Boilerplate Non-Disclosure Agreement serves as a foundational document for protecting confidential information in business relationships under Swiss law. It is designed for use in various business contexts, from preliminary business discussions to ongoing commercial relationships, where parties need to share sensitive information while ensuring legal protection. The document comprehensively addresses requirements under Swiss legislation, including the Swiss Code of Obligations and Federal Act against Unfair Competition, while maintaining flexibility for various business scenarios. This standardized NDA template includes essential provisions for defining confidential information, establishing protection mechanisms, and outlining remedies for breach, making it suitable for both domestic Swiss operations and international business relationships where Swiss law is chosen as the governing law.

Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details if applicable

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

3. Definitions: Clear definitions of 'Confidential Information', 'Representatives', 'Permitted Purpose' and other key terms used in the agreement

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

5. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives or required by law

6. Security Measures: Required standards and procedures for protecting confidential information

7. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination

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

9. Breach and Remedies: Consequences of breach, including remedies and indemnification

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

Optional Sections

1. Data Protection: Additional provisions for compliance with Swiss data protection laws when confidential information includes personal data

2. Employee and Contractor Obligations: Specific provisions for ensuring compliance by employees and contractors, including training requirements

3. Intellectual Property Rights: Clarification that the agreement does not transfer any IP rights, useful when confidential information includes IP

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

5. Export Control: Compliance with export control laws, when confidential information may be subject to such regulations

6. Competitive Activities: Restrictions on competitive activities, when relevant to the business relationship

7. Force Majeure: Provisions for unforeseen circumstances affecting ability to protect confidential information

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed description or categories of information considered confidential under the agreement

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

3. Schedule 3 - Security Protocols: Specific security measures and protocols required for protecting confidential information

4. Schedule 4 - Notice Details: Detailed contact information and procedures for serving notices under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Research & Development

Pharmaceuticals

Energy

Telecommunications

Consumer Goods

Real Estate

Education

Biotechnology

Construction

Media & Entertainment

Relevant Teams

Legal

Human Resources

Business Development

Executive Leadership

Research & Development

Finance

Procurement

Sales

Operations

Information Technology

Risk & Compliance

Corporate Development

Project Management Office

Investment

Administrative

Relevant Roles

Chief Executive Officer

Legal Counsel

Business Development Manager

Human Resources Director

Chief Financial Officer

Project Manager

Research Director

Procurement Manager

Sales Director

Operations Manager

Chief Technology Officer

Investment Manager

Corporate Secretary

Risk Manager

Compliance Officer

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