Non Disclosure Agreement Due Diligence

Non Disclosure Agreement Due Diligence Template for Switzerland

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Key Requirements PROMPT example:

"I need a Non Disclosure Agreement Due Diligence for a potential acquisition of a Swiss pharmaceutical company, where we'll be sharing sensitive R&D data and patient trial information with three potential buyers, with the due diligence process starting in March 2025."

Document background

This Non Disclosure Agreement Due Diligence is essential for protecting confidential information during corporate investigations and transactions under Swiss law. It is typically used when a potential buyer, investor, or strategic partner needs to access sensitive business information to evaluate a potential transaction. The agreement ensures compliance with Swiss legal requirements, including the Swiss Code of Obligations, data protection laws, and banking secrecy provisions where applicable. It covers various types of confidential information including financial data, trade secrets, customer information, and intellectual property, while establishing clear protocols for information access, handling, and destruction. The document is particularly important given Switzerland's strict privacy laws and the significant penalties for unauthorized disclosure of confidential information.

Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details

2. Background: Context of the due diligence process and purpose of the NDA

3. Definitions: Key terms including 'Confidential Information', 'Due Diligence Exercise', 'Permitted Purpose', 'Representatives'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the due diligence context

5. Confidentiality Obligations: Core obligations regarding use and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

7. Information Security Measures: Specific requirements for protecting and handling confidential information

8. Return or Destruction of Information: Obligations regarding confidential information after due diligence completion

9. Duration and Survival: Term of the agreement and surviving obligations

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

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

Optional Sections

1. Data Protection Compliance: Specific provisions for handling personal data under Swiss FADP - include when personal data will be part of due diligence

2. Banking Secrecy Provisions: Additional provisions when financial institution information is involved - include for financial sector due diligence

3. Intellectual Property Rights: Specific provisions protecting IP rights - include when IP is a significant part of due diligence

4. Non-Solicitation: Restrictions on soliciting employees or customers - include when human resources or customer information is part of due diligence

5. Anti-Trust Compliance: Provisions ensuring compliance with competition laws - include when dealing with competitors or market-sensitive information

6. Insurance Requirements: Specific insurance requirements for parties - include for high-value or high-risk due diligence

7. Bilateral Confidentiality: Mutual confidentiality obligations - include when both parties will exchange confidential information

Suggested Schedules

1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information

2. Schedule 2 - Security Protocols: Detailed information security requirements and procedures

3. Schedule 3 - Data Room Rules: Specific rules and procedures for accessing and using the due diligence data room

4. Schedule 4 - Information Categories: Categorization of different types of confidential information and their handling requirements

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and advisors

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

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

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Energy

Retail

Telecommunications

Professional Services

Pharmaceuticals

Industrial

Consumer Goods

Infrastructure

Media and Entertainment

Agriculture

Relevant Teams

Legal

Compliance

Corporate Development

Mergers and Acquisitions

Finance

Risk Management

Information Security

Data Protection

Executive Leadership

Corporate Secretariat

Business Development

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

M&A Director

Investment Manager

Due Diligence Manager

Legal Counsel

Compliance Officer

Risk Manager

Business Development Director

Information Security Officer

Data Protection Officer

Corporate Secretary

Finance Director

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Let's create your Non Disclosure Agreement Due Diligence

Authors

Alex Denne

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