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This Model Confidentiality Agreement serves as a standardized template for businesses and individuals operating under Swiss jurisdiction who need to protect confidential information in various business contexts. The document is designed to comply with Swiss legal requirements, particularly the Swiss Code of Obligations and Federal Act on Data Protection, while maintaining international best practices for information protection. The Model Confidentiality Agreement is particularly useful for business negotiations, potential partnerships, service arrangements, and other situations where sensitive information needs to be shared under strict confidentiality obligations. It includes comprehensive provisions for defining confidential information, establishing handling procedures, and setting out clear remedies for breach, while remaining adaptable to specific business needs and circumstances.

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

2. Background: Context of the agreement, purpose of the disclosure, and nature of the business relationship

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

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

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care

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

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

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

9. Breach and Remedies: Consequences of breach, including injunctive relief and compensation

10. General Provisions: Standard clauses including notices, amendments, severability, and entire agreement

11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for dispute resolution