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Full Non Disclosure Agreement

Full Non Disclosure Agreement Template for Switzerland

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Key Requirements PROMPT example:

Full Non Disclosure Agreement

"I need a Full Non-Disclosure Agreement for a software development partnership between my Swiss tech company and a German AI startup, with specific provisions for source code protection and data processing compliance, to be effective from March 2025."

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Document background
The Full Non-Disclosure Agreement is essential for businesses and individuals operating under Swiss jurisdiction who need to protect confidential information during business negotiations, partnerships, or service relationships. This document type is particularly relevant when parties need to share sensitive information such as trade secrets, technical know-how, customer data, or business strategies. The agreement is structured to comply with Swiss legal requirements, including the Swiss Code of Obligations and data protection laws, while providing comprehensive protection for confidential information. It is commonly used in scenarios such as business negotiations, due diligence processes, joint ventures, or service provider relationships where significant confidential information needs to be exchanged. The Full Non-Disclosure Agreement includes detailed provisions for information handling, security measures, and breach remedies, making it suitable for complex business relationships requiring robust confidentiality protection.
Suggested Sections

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

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

3. Definitions: Detailed definitions including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other key terms

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and exclusions from confidentiality obligations

5. Obligations of Receiving Party: Core confidentiality obligations, standard of care, security measures, and usage restrictions

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

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

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

9. Breach and Remedies: Consequences of breach, including injunctive relief and compensation rights under Swiss law

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

Optional Sections

1. Data Protection Compliance: Specific provisions for compliance with Swiss Federal Act on Data Protection when personal data is involved

2. Intellectual Property Rights: Clarification of IP ownership and rights when confidential information includes IP

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

4. Export Control: Compliance with Swiss and international export control regulations for technical information

5. Competitive Activities: Restrictions on competitive activities, subject to Swiss competition law

6. Assignment and Subcontracting: Rules for transferring obligations or using subcontractors

7. Insurance Requirements: Specifications for insurance coverage related to confidential information handling

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement

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

3. Schedule 3 - Security Protocols: Specific security measures and procedures for handling confidential information

4. Schedule 4 - Notification Requirements: Procedures and contact details for mandatory notifications and approvals

5. Appendix A - Data Processing Terms: Specific terms for handling personal data under Swiss data protection law

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

























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Relevant Industries

Technology

Pharmaceuticals

Financial Services

Manufacturing

Professional Services

Healthcare

Biotechnology

Research & Development

Telecommunications

Energy

Consumer Goods

Industrial Engineering

Software Development

Consulting

Private Equity

Relevant Teams

Legal

Executive Leadership

Business Development

Research & Development

Information Technology

Human Resources

Finance

Operations

Procurement

Intellectual Property

Corporate Strategy

Innovation

Mergers & Acquisitions

Product Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Business Development Manager

Research Director

Project Manager

Investment Manager

Technical Director

Head of Innovation

Chief Technology Officer

Procurement Manager

Human Resources Director

Strategic Partnership Manager

Intellectual Property Counsel

Chief Financial Officer

Operations Director

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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