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Simple Non Disclosure Agreement Template for Switzerland

A Swiss law-governed Non-Disclosure Agreement (NDA) designed to protect confidential information exchanged between parties. This document establishes legally binding obligations for maintaining confidentiality under Swiss jurisdiction, incorporating key provisions from the Swiss Code of Obligations and relevant data protection legislation. It provides a straightforward framework for protecting business secrets, technical knowledge, and other sensitive information, while ensuring compliance with Swiss legal requirements and business practices. The agreement includes essential confidentiality provisions, handling procedures, and enforcement mechanisms suitable for both domestic and international business relationships.

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What is a Simple Non Disclosure Agreement?

This Simple Non-Disclosure Agreement is designed for use in situations where parties need to share confidential information while ensuring legal protection under Swiss law. It is commonly used in business negotiations, potential partnerships, service arrangements, or employment discussions where sensitive information needs to be exchanged. The document is structured to comply with Swiss legal requirements, particularly the Swiss Code of Obligations and data protection regulations, while remaining straightforward and practical for everyday business use. This template is suitable for both domestic Swiss transactions and international business relationships where Swiss law is chosen as the governing law. The Simple Non-Disclosure Agreement provides essential confidentiality protections while avoiding unnecessary complexity, making it accessible for companies of all sizes and sophisticated enough to provide meaningful legal protection.

What sections should be included in a Simple Non Disclosure Agreement?

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

2. Background: Brief context of why the NDA is being entered into and the relationship between the parties

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', and 'Representatives'

4. Confidentiality Obligations: Core obligations regarding non-disclosure, permitted uses, and standard of care for protecting confidential information

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

6. Information Security: Practical requirements for handling and protecting confidential information

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

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

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

10. Entire Agreement: Standard boilerplate confirming the agreement represents the entire understanding between the parties

What sections are optional to include in a Simple Non Disclosure Agreement?

1. Intellectual Property Rights: Section clarifying that no IP rights are transferred - include when confidential information includes IP-protected materials

2. Data Protection: Additional provisions when confidential information includes personal data subject to FADP

3. Notice of Disclosure: Procedures for notifying the disclosing party of required legal disclosures - include for highly sensitive information

4. Non-Solicitation: Restrictions on soliciting employees or customers - include when parties are competitors

5. Remedies: Specific remedies including injunctive relief - include for high-value confidential information

6. Language: Specification of controlling language - include when parties operate in different language regions of Switzerland

What schedules should be included in a Simple Non Disclosure Agreement?

1. Schedule 1 - Specified Confidential Information: List of specific categories or items of confidential information covered - useful when scope needs to be precisely defined

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information

3. Schedule 3 - Security Protocols: Specific security measures required for handling different types of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Document Type

Agreement Contract

Cost

Free to use

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