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The Protective Covenants Agreement is a crucial legal instrument used in Swiss business relationships to protect legitimate business interests, including confidential information, trade secrets, customer relationships, and workforce stability. This document is typically implemented when engaging employees, contractors, or business partners who will have access to sensitive information or key business relationships. The agreement must be carefully drafted to comply with Swiss law, particularly the Swiss Code of Obligations (Articles 340-340c), which sets specific requirements for the enforceability of restrictive covenants. Special attention must be paid to ensuring the restrictions are reasonable in terms of duration, geographic scope, and subject matter to maintain enforceability under Swiss jurisdiction.

1. Parties: Identification of the parties entering into the agreement, including the protected party (typically employer/company) and the bound party (typically employee/contractor)

2. Background: Context of the agreement, relationship between parties, and general purpose of the protective covenants

3. Definitions: Detailed definitions of key terms including Confidential Information, Trade Secrets, Intellectual Property, Protected Customers, etc.

4. Confidentiality Obligations: Detailed provisions regarding the protection and non-disclosure of confidential information

5. Non-Competition Covenant: Restrictions on competitive activities, including scope, duration, and geographic limitations that comply with Swiss law

6. Non-Solicitation of Customers: Restrictions on approaching or dealing with protected customers and business relationships

7. Non-Solicitation of Employees: Restrictions on soliciting or hiring employees of the protected party

8. Intellectual Property Protection: Provisions regarding the protection and non-use of intellectual property rights

9. Duration and Geographic Scope: Specific timeframes and territorial limitations for the various restrictions

10. Consideration: Details of any compensation or consideration provided for the restrictions

11. Remedies and Enforcement: Legal remedies available in case of breach, including injunctive relief and damages

12. General Provisions: Standard clauses including governing law, jurisdiction, severability, and modification