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The Software Non-Disclosure Agreement is essential in situations where parties need to share sensitive software-related information while maintaining strict confidentiality. This document is commonly used when software companies engage with clients, contractors, or partners, particularly during software development, testing, implementation, or licensing discussions. Under Swiss law, this agreement provides comprehensive protection for trade secrets and confidential information, incorporating provisions from the Swiss Code of Obligations and relevant data protection legislation. It covers various aspects of software confidentiality, from source code and algorithms to development methodologies and technical specifications, while ensuring compliance with Swiss legal requirements for enforceability. The agreement is particularly crucial in the early stages of business relationships where detailed technical information needs to be shared before formal commercial agreements are finalized.

1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details

2. Background: Context of the agreement, including the purpose of sharing confidential information and the nature of the software-related business relationship

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

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, specifically relating to software, source code, algorithms, and related technical knowledge

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information

6. Permitted Use and Disclosure: Specific permitted uses of the confidential information and conditions for disclosure to authorized representatives

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

8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

9. Term and Termination: Duration of the agreement and termination provisions

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

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