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Vendor Confidentiality Agreement Template for Switzerland

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Key Requirements PROMPT example:

Vendor Confidentiality Agreement

"Need a Vendor Confidentiality Agreement under Swiss law for sharing technical specifications and manufacturing processes with a potential equipment supplier based in Germany, with special attention to protecting our patents and trade secrets."

Document background
This document is essential when companies need to share confidential or proprietary information with vendors while ensuring legal protection under Swiss law. A Vendor Confidentiality Agreement becomes necessary before engaging in detailed business discussions, vendor due diligence, or ongoing business relationships where sensitive information must be shared. It covers various types of confidential information including trade secrets, technical specifications, customer data, business processes, and intellectual property. The agreement incorporates specific requirements under Swiss legislation, including the Swiss Code of Obligations, Federal Act on Data Protection, and Federal Act on Unfair Competition, providing comprehensive protection and clear enforcement mechanisms under Swiss jurisdiction. It's particularly crucial in regulated industries or when sharing sensitive technical, commercial, or personal data with third-party service providers.
Suggested Sections

1. Parties: Identification of the disclosing party and receiving party (vendor), including full legal names, registration details, and addresses

2. Background: Context of the business relationship and purpose for sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and other relevant definitions

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

5. Obligations of Confidentiality: Core confidentiality obligations, including duty to protect, non-disclosure, and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

7. Security Measures: Required technical and organizational measures to protect confidential information

8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon termination or request

9. Term and Survival: Duration of the agreement and survival of obligations post-termination

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Data Protection Compliance: Specific provisions for compliance with Swiss data protection laws when confidential information includes personal data

2. Intellectual Property Rights: Clarification that the agreement doesn't transfer any IP rights, used when confidential information includes IP

3. Export Control: Requirements for compliance with export control laws, needed when information may be subject to export restrictions

4. Non-Solicitation: Prohibition on soliciting employees or customers, included when there's significant employee interaction

5. Audit Rights: Right to audit vendor's compliance with security measures, useful for highly sensitive information

6. Insurance Requirements: Specific insurance coverage requirements, relevant for high-value or high-risk information

7. Third Party Rights: Rights of third parties whose confidential information may be included, needed when third party information is involved

Suggested Schedules

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

2. Schedule 2 - Security Requirements: Specific technical and organizational security measures required for protecting the confidential information

3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

4. Appendix A - Types of Confidential Information: Detailed categorization of different types of confidential information covered

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






















Clauses






















Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Professional Services

Biotechnology

Research & Development

Telecommunications

Industrial

Energy

Consumer Goods

Pharmaceuticals

Relevant Teams

Legal

Procurement

Vendor Management

Information Security

Risk & Compliance

Operations

Finance

Information Technology

Research & Development

Business Development

Relevant Roles

Chief Legal Officer

Legal Counsel

Procurement Manager

Vendor Relations Manager

Contract Manager

Chief Technology Officer

Information Security Officer

Privacy Officer

Risk Manager

Operations Director

Project Manager

Business Development Manager

Chief Financial Officer

Supply Chain Manager

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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