The Non-Disclosure and Non-Use Agreement serves as a critical legal instrument for protecting sensitive business information under Swiss law. It is commonly used before entering into business negotiations, during due diligence processes, or when sharing proprietary technology or trade secrets. The document combines traditional confidentiality provisions with specific use restrictions, making it particularly suitable for situations where the receiving party needs to be explicitly limited in how they can use the disclosed information. Switzerland's strong privacy laws and well-developed commercial legal framework provide robust protection for the obligations established in this agreement. The document is especially relevant for international business transactions due to Switzerland's reputation for legal stability and strong enforcement of contractual rights.
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1. Parties: Identification of the parties entering into the agreement, including full legal names, addresses, and registration details if applicable
2. Background: Context of the agreement, including the purpose of sharing confidential information and the nature of the parties' relationship
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms
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 maintain secrecy and standard of care
6. Permitted Use: Specific permitted uses of the confidential information and explicit prohibition of other uses
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination
9. Duration and Survival: Term of the agreement and survival of obligations after termination
10. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
12. Entire Agreement: Standard boilerplate confirming this is the complete agreement between the parties
1. Representatives and Third Parties: Details about permitted disclosure to representatives and requirements for third-party compliance - include when information will be shared with employees or advisors
2. Exceptions to Confidentiality: Specific circumstances where disclosure is permitted - include when there are likely regulatory or legal disclosure requirements
3. Data Protection Compliance: Specific provisions relating to personal data handling - include when personal data will be shared
4. Non-Solicitation: Provisions preventing solicitation of employees or customers - include when parties have access to personnel or customer information
5. Notice Requirements: Specific procedures for mandatory disclosures - include when dealing with regulated industries
6. Competing Projects: Provisions regarding work on similar projects - include when parties operate in the same industry
7. Assignment: Rights and restrictions regarding assignment - include when dealing with corporate groups or potential M&A situations
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access the confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives to sign
5. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
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