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Supplier Non Disclosure Agreement

Supplier Non Disclosure Agreement Template for Switzerland

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Key Requirements PROMPT example:

Supplier Non Disclosure Agreement

"I need a Supplier Non Disclosure Agreement under Swiss law for sharing technical specifications and source code with an IT service provider, with strong IP protection clauses and specific provisions for source code handling, to be effective from March 1, 2025."

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Document background
This Supplier Non Disclosure Agreement is essential for businesses operating under Swiss law who need to share confidential information with suppliers, vendors, or service providers. It should be used before engaging in detailed business discussions or sharing sensitive information with potential or existing suppliers. The agreement combines Swiss legal requirements, particularly from the Code of Obligations and Data Protection Act, with international best practices for protecting confidential information. It covers various types of confidential information including trade secrets, technical data, business plans, customer information, and intellectual property. The document is structured to provide robust protection while remaining practical for regular business operations, incorporating specific Swiss law concepts and enforcement mechanisms.
Suggested Sections

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the supplier), including full legal names and addresses

2. Background: Brief context of the business relationship and purpose of sharing confidential information

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

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement

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 termination provisions

9. Survival: Obligations that continue after termination

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

11. Entire Agreement: Standard integration clause confirming the complete agreement between parties

12. Execution: Signature blocks and execution requirements

Optional Sections

1. Security Measures: Specific technical and organizational measures required for protecting confidential information, particularly relevant when dealing with sensitive technical data or personal information

2. Intellectual Property Rights: Explicit preservation of IP rights, particularly important when sharing technical information or trade secrets

3. Non-Solicitation: Restrictions on soliciting employees or customers, included when there's significant interaction with key personnel

4. Data Protection Compliance: Specific provisions relating to compliance with Swiss data protection laws, necessary when personal data is involved

5. Remedies: Specific remedies for breach, including possibility of injunctive relief, included for high-value or high-risk relationships

6. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-risk technical or sensitive information sharing

7. Notice Requirements: Detailed procedures for providing notices, included in more formal or complex relationships

Suggested Schedules

1. Schedule 1 - Authorized Purpose: Detailed description of the specific business purpose for which confidential information may be used

2. Schedule 2 - Categories of Confidential Information: Detailed list of specific types or categories of confidential information covered

3. Schedule 3 - Authorized Representatives: List of individuals or roles authorized to receive confidential information, if needed to be specifically limited

4. Schedule 4 - Security Protocols: Specific technical and organizational security measures required, if any special handling requirements exist

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Manufacturing

Technology

Pharmaceutical

Financial Services

Professional Services

Healthcare

Industrial

Retail

Energy

Telecommunications

Automotive

Chemical

Construction

Consumer Goods

Defense

Electronics

Relevant Teams

Legal

Procurement

Supply Chain

Finance

Operations

Information Technology

Research & Development

Commercial

Risk & Compliance

Information Security

Vendor Management

Business Development

Relevant Roles

Procurement Manager

Supply Chain Director

Legal Counsel

Contracts Manager

Vendor Relations Manager

Chief Financial Officer

Commercial Director

Operations Manager

Project Manager

Research & Development Director

Chief Technology Officer

Sourcing Manager

Business Development Manager

Risk Manager

Compliance Officer

Information Security 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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