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Non Disclosure Agreement Trade Secret

Non Disclosure Agreement Trade Secret Template for Switzerland

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Key Requirements PROMPT example:

Non Disclosure Agreement Trade Secret

"I need a Non Disclosure Agreement Trade Secret under Swiss law for sharing proprietary manufacturing processes with a potential manufacturing partner in Basel, with specific provisions for technical drawings and production methods, to be effective from March 2025."

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Document background
The Non Disclosure Agreement Trade Secret is a specialized confidentiality agreement designed for use in situations where parties need to share highly sensitive trade secrets and proprietary information under Swiss law. This document is particularly relevant when companies or individuals need to disclose valuable technical, commercial, or industrial secrets during business negotiations, collaborations, or service arrangements. It incorporates specific provisions required under Swiss legislation, including the Swiss Code of Obligations and Federal Act on Unfair Competition, providing robust protection for trade secrets. The agreement is commonly used in research partnerships, technology transfers, manufacturing agreements, and business negotiations where proprietary processes, formulas, technical specifications, or business methods need protection. It includes detailed security requirements, clear handling procedures, and specific enforcement mechanisms available under Swiss law.
Suggested Sections

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

2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information

3. Definitions: Detailed definitions of Trade Secrets, Confidential Information, Permitted Purpose, Authorized Representatives, and other key terms

4. Scope of Confidentiality: Detailed description of what constitutes trade secrets and confidential information under the agreement

5. Obligations of Receiving Party: Core confidentiality obligations, security measures, and standards of care required

6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized representatives or as required by law

7. Security Measures: Specific technical and organizational measures required to protect trade secrets

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

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

10. Remedies: Legal remedies available under Swiss law, including injunctive relief and damages

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

Optional Sections

1. Non-Solicitation: Prevents poaching of employees or clients, included when there's significant risk of talent or client poaching

2. Non-Competition: Restricts competitive activities, used when sharing highly sensitive trade secrets that could enable direct competition

3. Audit Rights: Allows disclosing party to audit compliance, included for high-risk or regulated industries

4. Insurance Requirements: Specifies required insurance coverage, relevant for high-value trade secrets or regulated industries

5. Data Protection Compliance: Additional provisions for FADP compliance when personal data is involved

6. International Transfer Provisions: Additional provisions for cross-border transfers of trade secrets

7. Reverse Engineering Prohibition: Specific prohibition on reverse engineering, important for technical trade secrets

8. Force Majeure: Provisions for extraordinary circumstances, included in long-term NDAs

Suggested Schedules

1. Schedule 1 - Description of Trade Secrets: Detailed categorization and description of protected trade secrets

2. Schedule 2 - Authorized Representatives: List of individuals authorized to access the confidential information

3. Schedule 3 - Security Protocols: Detailed technical and organizational security measures required

4. Schedule 4 - Destruction Procedures: Specific procedures for secure destruction of confidential information

5. Appendix A - Notice Requirements: Contact details and procedures for required notices under the agreement

6. Appendix B - Acknowledgment Forms: Forms for authorized representatives to acknowledge confidentiality obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 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








































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Relevant Industries

Technology

Manufacturing

Pharmaceutical

Biotechnology

Chemical

Financial Services

Professional Services

Research & Development

Software Development

Industrial Engineering

Food & Beverage

Aerospace & Defense

Automotive

Consumer Electronics

Medical Devices

Relevant Teams

Legal

Research & Development

Product Development

Information Technology

Engineering

Manufacturing

Quality Assurance

Business Development

Corporate Strategy

Operations

Innovation

Information Security

Intellectual Property

Executive Leadership

Project Management

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Research Director

Legal Counsel

Intellectual Property Manager

Business Development Manager

Project Manager

Technical Consultant

Research Scientist

Product Development Manager

Innovation Director

Manufacturing Manager

Quality Control Manager

Systems Engineer

Software Developer

Process Engineer

Corporate Strategy Director

Operations Manager

Investment Analyst

External Consultant

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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