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International Confidentiality Agreement for Switzerland

International Confidentiality Agreement Template for Switzerland

This document is a comprehensive International Confidentiality Agreement governed by Swiss law, designed to protect confidential information exchanged between parties in cross-border business relationships. It incorporates key provisions required under Swiss contract law, including the Swiss Code of Obligations, while addressing international data protection requirements and trade secret protection. The agreement provides robust mechanisms for defining, protecting, and managing confidential information, with specific provisions for enforcement under Swiss jurisdiction and consideration of international business practices.

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International Confidentiality Agreement

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What is a International Confidentiality Agreement?

The International Confidentiality Agreement is essential for businesses engaging in cross-border information sharing where Swiss law provides the governing framework. This document is particularly valuable when parties need to exchange sensitive business, technical, or commercial information during business negotiations, joint ventures, or other collaborative arrangements. It incorporates Swiss legal principles from the Code of Obligations and Federal Act on Data Protection, while addressing international considerations for trade secret protection. The agreement is structured to provide comprehensive protection for confidential information, including detailed provisions for handling, storing, and returning or destroying sensitive data. It is commonly used in situations ranging from preliminary business discussions to long-term strategic partnerships, offering flexibility while maintaining strong confidentiality protections under Swiss law.

What sections should be included in a International Confidentiality Agreement?

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

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

3. Definitions: Key terms used in the agreement, particularly the definition of 'Confidential Information' and related terms

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

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

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

7. Security Measures: Required security measures for protecting confidential information

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

9. Term and Termination: Duration of the agreement and circumstances for termination

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

11. General Provisions: Standard contractual provisions including entire agreement, amendments, and severability

What sections are optional to include in a International Confidentiality Agreement?

1. Data Protection Compliance: Specific provisions addressing compliance with Swiss and international data protection laws, required when personal data is involved

2. Intellectual Property Rights: Provisions clarifying ownership and rights in any intellectual property disclosed, needed when IP-sensitive information is shared

3. Non-Solicitation: Restrictions on soliciting employees or customers, relevant when parties have access to personnel or customer information

4. Reverse Engineering: Prohibitions on reverse engineering, particularly relevant for technical or product-related information

5. Competition Restrictions: Provisions preventing competitive use of information, important when sharing business-sensitive information

6. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-value or high-risk information

7. Audit Rights: Rights to audit compliance with confidentiality obligations, useful for highly sensitive information

What schedules should be included in a International Confidentiality Agreement?

1. Schedule 1 - Categories of Confidential Information: Detailed list and description of different categories of confidential information covered

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information

4. Schedule 4 - Approved Subcontractors: List of approved third parties who may receive confidential information

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for employees or third parties

6. Appendix B - Data Processing Requirements: Specific requirements for processing personal data under applicable laws

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

Manufacturing and Industrial

Financial Services

Healthcare and Pharmaceuticals

Professional Services

Research and Development

Education

Energy and Utilities

Telecommunications

Biotechnology

Aerospace and Defense

Consumer Goods

Media and Entertainment

Real Estate

Automotive

Relevant Teams

Legal

Compliance

Business Development

Research and Development

Executive Leadership

Information Security

Risk Management

Corporate Affairs

Procurement

Human Resources

Operations

Strategy

Innovation

Finance

Information Technology

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Compliance Officer

Business Development Manager

Chief Technology Officer

Research Director

Project Manager

Chief Financial Officer

Head of Strategy

Innovation Director

Commercial Director

Procurement Manager

Human Resources Director

Information Security Officer

Risk Management Officer

Corporate Secretary

Operations Director

Partnership 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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