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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."
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
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
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
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Technology
Pharmaceutical
Manufacturing
Biotechnology
Chemical
Software Development
Industrial Design
Research & Development
Aerospace
Automotive
Electronics
Medical Devices
Clean Technology
Financial Services
Professional Services
Legal
Intellectual Property
Research & Development
Innovation
Business Development
Technology Transfer
Corporate Development
Compliance
Technical Operations
Product Development
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
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