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Non Use Agreement Template for Switzerland

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Key Requirements PROMPT example:

Non Use Agreement

"I need a Non-Use Agreement under Swiss law to protect our proprietary software technology during upcoming negotiations with potential investors in March 2025, with particular emphasis on preventing reverse engineering and unauthorized testing of our AI algorithms."

Document background
The Non-Use Agreement serves as a critical legal instrument for protecting valuable business assets in situations where parties need to share or disclose sensitive information while maintaining strict control over its use. This document is particularly relevant in Switzerland, where strong intellectual property protection and confidentiality laws provide a solid foundation for enforcement. The agreement typically details specific information or technology that cannot be used, establishes clear restrictions and obligations, and outlines consequences for unauthorized use. It's commonly employed during business negotiations, technical evaluations, or when engaging with third parties who may need access to proprietary information but must be legally restricted from using it for their own purposes. The Swiss jurisdiction offers advantages due to its well-developed commercial law system and strong protection of intellectual property rights.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses

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

3. Definitions: Clear definitions of key terms, particularly the Protected Information/Items and what constitutes 'Use'

4. Scope of Non-Use: Detailed description of what activities are prohibited and the extent of restrictions

5. Duration: Time period for which the non-use restrictions will remain in effect

6. Acknowledgments: Party's confirmation of ownership rights and acceptance of restrictions

7. Non-Use Obligations: Specific obligations and restrictions regarding the protected information or items

8. Security Measures: Required measures to ensure compliance with non-use obligations

9. Breach and Remedies: Consequences of violation and available remedies including injunctive relief

10. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

11. General Provisions: Standard contractual provisions including notices, amendments, and severability

Optional Sections

1. Permitted Uses: Include when there are specific limited exceptions to the non-use restrictions

2. Return or Destruction: Include when physical items or documents must be returned or destroyed after a certain period

3. Audit Rights: Include when one party requires rights to verify compliance with non-use obligations

4. Insurance: Include when specific insurance coverage is required to cover potential breaches

5. Third Party Rights: Include when the agreement affects or benefits third parties

6. Regulatory Compliance: Include when the non-use involves regulated industries or materials

7. Assignment: Include when transfer of rights needs to be specifically addressed

Suggested Schedules

1. Schedule 1 - Protected Information/Items: Detailed list and description of information or items subject to non-use restrictions

2. Schedule 2 - Security Protocols: Specific security measures and protocols required for compliance

3. Schedule 3 - Authorized Personnel: List of individuals authorized to handle or have knowledge of the protected information/items

4. Appendix A - Form of Compliance Certificate: Template for periodic certification of compliance with non-use obligations

5. Appendix B - Incident Reporting Form: Standard form for reporting any actual or suspected breaches

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

Pharmaceutical

Manufacturing

Biotechnology

Chemical

Software Development

Industrial Design

Research & Development

Aerospace

Automotive

Electronics

Medical Devices

Clean Technology

Financial Services

Professional Services

Relevant Teams

Legal

Intellectual Property

Research & Development

Innovation

Business Development

Technology Transfer

Corporate Development

Compliance

Technical Operations

Product Development

Relevant Roles

Chief Legal Officer

Intellectual Property Counsel

Research Director

Chief Technology Officer

Business Development Manager

Innovation Manager

Patent Attorney

Corporate Counsel

Chief Executive Officer

Technology Transfer Officer

Head of R&D

Commercial Director

Licensing Manager

Legal Operations Manager

Chief Innovation Officer

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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