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Business To Business NDA for Switzerland

Business To Business NDA Template for Switzerland

This is a comprehensive non-disclosure agreement (NDA) governed by Swiss law, designed for business-to-business relationships where confidential information needs to be shared between commercial entities. The agreement incorporates key provisions of the Swiss Code of Obligations and Swiss Federal Act on Data Protection, ensuring robust protection of confidential information while maintaining compliance with Swiss legal requirements. It includes detailed provisions for information handling, security measures, and enforcement mechanisms, suitable for both domestic Swiss operations and international business relationships where Swiss law is chosen as the governing law.

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Business To Business NDA

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What is a Business To Business NDA?

This Business To Business NDA is essential for commercial entities operating under Swiss law who need to protect confidential information during business discussions, negotiations, or collaborative projects. The document is particularly relevant in situations where companies need to share sensitive business information, trade secrets, technical knowledge, or proprietary data while maintaining legal protection. It incorporates provisions from the Swiss Code of Obligations and Swiss data protection laws, making it suitable for both domestic Swiss companies and international businesses choosing Swiss law as their governing law. The agreement can be customized for various business relationships while maintaining its enforceability under Swiss legal framework, providing a secure foundation for business negotiations and collaborations.

What sections should be included in a Business To Business NDA?

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

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

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'

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

5. Permitted Disclosures: Circumstances under which confidential information may be shared with specified third parties

6. Security Measures: Required measures for protecting confidential information

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

8. Duration and Survival: Term of the agreement and which provisions survive termination

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

10. Entire Agreement: Confirmation that this document represents the complete agreement between parties

11. Execution: Signature blocks and execution details

What sections are optional to include in a Business To Business NDA?

1. Data Protection Compliance: Specific provisions for compliance with Swiss Federal Act on Data Protection, required when personal data is involved

2. Intellectual Property Rights: Clarification of IP ownership and rights, needed when proprietary technology or innovations are involved

3. Non-Solicitation: Restrictions on soliciting employees or customers, included when there's risk of talent or customer poaching

4. Remedies and Injunctive Relief: Specific enforcement provisions, recommended for high-value or sensitive information

5. Assignment and Succession: Rules for transferring agreement rights, important for larger corporations or potential M&A scenarios

6. Notice Provisions: Detailed communication procedures, needed for complex business relationships

7. Language: Specification of controlling language version, important when parties are from different language regions of Switzerland

What schedules should be included in a Business To Business NDA?

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

2. Schedule 2 - Categories of Confidential Information: Specific listing of types of confidential information covered by the agreement

3. Schedule 3 - Authorized Representatives: List of individuals or roles authorized to receive confidential information

4. Schedule 4 - Security Protocols: Detailed security measures and procedures for handling confidential information

5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality agreements to be signed by representatives or third parties

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 | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Cost

Free to use
Relevant legal definitions

























Clauses

























Relevant Industries

Technology and Software

Financial Services

Pharmaceutical and Healthcare

Manufacturing

Professional Services

Research and Development

Biotechnology

Industrial Engineering

Consumer Goods

Energy and Utilities

Telecommunications

Real Estate and Construction

Chemical Industry

Automotive

Aerospace and Defense

Relevant Teams

Legal

Business Development

Research and Development

Executive Leadership

Product Development

Information Technology

Finance

Operations

Procurement

Commercial

Strategy

Innovation

Investment

Corporate Development

Intellectual Property

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Counsel

Business Development Manager

Chief Technology Officer

Research Director

Product Manager

Partnership Manager

Chief Financial Officer

Operations Director

Project Manager

Innovation Manager

Procurement Manager

Commercial Director

Chief Information Officer

Head of Strategy

Investment 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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