One Way NDA

One Way NDA Template for Switzerland

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Key Requirements PROMPT example:

"I need a One Way NDA under Swiss law to protect our company's proprietary technology and trade secrets while discussing a potential partnership with a software development company, with specific provisions for source code protection and a three-year confidentiality period starting March 2025."

Document background

This One Way NDA is designed for situations where one party (the Disclosing Party) needs to share confidential or proprietary information with another party (the Receiving Party) while maintaining strict control over its use and dissemination. The agreement is specifically tailored to comply with Swiss law requirements, including provisions from the Swiss Code of Obligations, Federal Act on Data Protection, and Federal Act on Unfair Competition. It is commonly used in business negotiations, potential partnerships, vendor relationships, or consulting arrangements where sensitive information needs to be shared. The document includes comprehensive definitions of confidential information, clear obligations for the receiving party, and specific remedies available under Swiss law in case of breach.

Suggested Sections

1. Parties: Identification of the Disclosing Party and Receiving Party with full legal names and addresses

2. Background: Context of the disclosure relationship and purpose of the NDA

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Authorized Purpose', and 'Representatives'

4. Disclosure of Confidential Information: Specifies the nature and method of disclosure of confidential information

5. Obligations of Confidentiality: Details the receiving party's obligations regarding confidential information, including storage, handling, and non-disclosure requirements

6. Permitted Disclosures: Circumstances under which the receiving party may disclose information to its representatives or if required by law

7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

8. Term and Termination: Duration of the agreement and confidentiality obligations

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

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

Optional Sections

1. Data Protection: Required when confidential information includes personal data subject to Swiss Data Protection laws

2. Intellectual Property Rights: Added when confidential information includes IP that needs specific protection

3. Non-Solicitation: Optional clause preventing solicitation of employees or customers, if relevant to the business relationship

4. Survival: Specific clause detailing which provisions survive termination, if different from standard confidentiality period

5. Insurance: Requirements for insurance coverage, typically included for high-value or high-risk information

6. Export Control: Required when confidential information is subject to export control regulations

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 confidential information

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

4. Appendix A - Form of Acknowledgment: Template for representatives to acknowledge their confidentiality obligations

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

Technology

Manufacturing

Financial Services

Healthcare

Professional Services

Biotechnology

Real Estate

Energy

Telecommunications

Research and Development

Pharmaceuticals

Consumer Goods

Education

Media and Entertainment

Relevant Teams

Legal

Executive

Business Development

Research and Development

Human Resources

Finance

Procurement

Corporate Development

Information Technology

Operations

Sales

Intellectual Property

Compliance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Counsel

Business Development Manager

Chief Technology Officer

Research Director

Project Manager

Human Resources Director

Chief Financial Officer

Procurement Manager

Investment Manager

Corporate Development Director

Intellectual Property Manager

Operations Manager

Sales Director

Chief Information Officer

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Authors

Alex Denne

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