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Non Disclosure Agreement For Contractors Template for Switzerland

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Key Requirements PROMPT example:

Non Disclosure Agreement For Contractors

"I need a Non-Disclosure Agreement For Contractors under Swiss law for our fintech startup, specifically covering IT contractors who will have access to our proprietary trading algorithms and client data, with strict penalties for breaches and specific provisions for data security protocols."

Document background
This Non-Disclosure Agreement For Contractors is essential when engaging external contractors who will have access to sensitive company information during their engagement. It is specifically drafted under Swiss law and incorporates requirements from the Swiss Code of Obligations, Federal Act on Data Protection, and other relevant Swiss legislation. The agreement covers various aspects of confidentiality, including definition of confidential information, security measures, return or destruction of information, and breach consequences. It is particularly important for companies operating in Switzerland who regularly engage contractors for specialized projects, consulting work, or temporary assignments where access to proprietary information is necessary. The document includes provisions for both individual contractors and those operating through their own business entities, ensuring comprehensive protection of the company's confidential information while maintaining compliance with Swiss legal requirements.
Suggested Sections

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the contractor), including full legal names and addresses

2. Background: Context of the relationship between the parties and purpose of the NDA, typically relating to the contractor's engagement

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

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

5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and permitted uses of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to authorized representatives and when required by law

7. Security Measures: Required measures for protecting and securing confidential information

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

9. Duration of Obligations: Term of the agreement and survival of confidentiality obligations

10. General Provisions: Standard contractual clauses including governing law (Swiss law), jurisdiction, and entire agreement provisions

Optional Sections

1. Intellectual Property Rights: Specific provisions about IP ownership and rights, particularly relevant when the contractor may create IP during their engagement

2. Non-Competition: Restrictions on competitive activities, if applicable under the contractor relationship (note: must be carefully drafted to comply with Swiss law)

3. Non-Solicitation: Restrictions on soliciting employees or clients, if relevant to the contractor's role

4. Data Protection Compliance: Specific provisions relating to handling personal data under Swiss data protection laws, necessary if confidential information includes personal data

5. Contractual Penalties: Specific monetary penalties for breach of confidentiality obligations, common in Swiss contracts

6. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-risk or regulated industry contractors

7. Audit Rights: Rights to audit the contractor's compliance with confidentiality obligations, useful for highly sensitive information

Suggested Schedules

1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information on behalf of the contractor

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

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for authorized representatives of the contractor

5. Appendix B - Data Destruction Certificate: Template certificate for confirming destruction of confidential information

Authors

Alex Denne

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

Relevant legal definitions




















Clauses
























Relevant Industries

Technology

Financial Services

Pharmaceutical

Manufacturing

Professional Services

Healthcare

Biotechnology

Research & Development

Engineering

Construction

Software Development

Telecommunications

Media & Entertainment

Energy

Consumer Goods

Relevant Teams

Legal

Human Resources

Procurement

Information Technology

Research & Development

Operations

Finance

Product Development

Marketing

Business Development

Executive Leadership

Project Management Office

Information Security

Quality Assurance

Corporate Communications

Relevant Roles

IT Consultant

Management Consultant

Software Developer

Project Manager

Business Analyst

Technical Specialist

Research Scientist

Financial Advisor

Marketing Consultant

Engineering Contractor

Data Scientist

UX Designer

Strategic Advisor

Technical Writer

Systems Architect

Security Consultant

HR Consultant

Legal Consultant

Operations Specialist

Quality Assurance Specialist

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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