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Digital NDA Template for Switzerland

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Key Requirements PROMPT example:

Digital NDA

"I need a Digital NDA for my Swiss software company to share our proprietary code and development documentation with an external development team in Germany, ensuring strong digital security measures and specific provisions for source code protection."

Document background
This Digital NDA template is designed for use under Swiss law when parties need to share confidential information primarily through digital means. It is particularly relevant in today's business environment where most sensitive information is transmitted and stored electronically. The document incorporates requirements from Swiss federal legislation, including the Code of Obligations, ZertES, and data protection laws, while specifically addressing digital security measures and electronic execution. This Digital NDA should be used when parties need to protect confidential information shared via electronic platforms, cloud services, or other digital channels, and when the agreement itself will be executed electronically. It includes provisions for digital security protocols, electronic communication methods, and specific obligations regarding the handling of digital information.
Suggested Sections

1. Parties: Identification of the parties entering into the NDA, including full legal names, addresses, and registration details

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

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Recipients', and 'Digital Communications'

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

5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to authorized recipients

7. Digital Security Measures: Required security protocols for handling digital confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

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

10. Electronic Execution: Provisions for digital signing and confirmation that electronic execution is valid

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

Optional Sections

1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes IP - used when sharing technical information or trade secrets

2. Data Protection Compliance: Specific provisions for FADP compliance - required when confidential information includes personal data

3. Group Company Disclosure: Provisions allowing sharing with group companies - used for corporate groups

4. Competitive Activity Restrictions: Non-compete or non-solicitation provisions - used when sharing sensitive business information

5. Insurance Requirements: Obligations to maintain cyber security insurance - used for high-value or sensitive digital information

6. Audit Rights: Rights to audit compliance with security measures - used for highly sensitive digital information

Suggested Schedules

1. Schedule 1 - Authorized Digital Systems: List of approved digital platforms and systems for sharing confidential information

2. Schedule 2 - Security Protocols: Detailed technical requirements for digital security measures

3. Schedule 3 - Authorized Recipients: List of individuals or roles authorized to access the confidential information

4. Appendix A - Form of Electronic Acknowledgment: Template for authorized recipients to acknowledge confidentiality obligations digitally

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Financial Services

Healthcare

Professional Services

Manufacturing

Research & Development

Biotechnology

Software Development

Consulting

E-commerce

Digital Media

Telecommunications

Relevant Teams

Legal

Information Technology

Information Security

Research and Development

Business Development

Human Resources

Procurement

Executive Leadership

Product Development

Data Protection

Corporate Development

Innovation

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Information Security Officer

Legal Counsel

Business Development Manager

Project Manager

IT Director

Research Director

Software Engineer

Product Manager

Data Protection Officer

Innovation Manager

Business Analyst

Investment Manager

Procurement Manager

Human Resources Director

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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