The Non-Disclosure and Restricted Use Agreement is essential in business relationships where sensitive information needs to be shared under strictly controlled conditions. This document type is particularly relevant under Swiss law, which provides strong protection for trade secrets and confidential information through various federal acts including the Code of Obligations and the Federal Act against Unfair Competition. The agreement is commonly used in scenarios involving business negotiations, technical collaborations, due diligence processes, or strategic partnerships where one party needs to share confidential information with another while maintaining strict control over how that information is used. It combines traditional confidentiality provisions with specific use restrictions, making it more comprehensive than a standard NDA. The document typically covers detailed definitions of confidential information, permitted uses, security requirements, and consequences of breach, all structured to be enforceable under Swiss jurisdiction.
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1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses
2. Background: Context of the agreement, including the purpose of sharing confidential information and the nature of the business relationship
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care and prohibited activities
6. Permitted Use and Disclosure: Specific permitted uses of confidential information and conditions for disclosure to representatives
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Survival: Duration of the agreement and provisions that survive termination
10. Breach and Remedies: Consequences of breach and available remedies under Swiss law
11. General Provisions: Standard provisions including notices, amendments, severability, and governing law
1. Data Protection Compliance: Additional provisions when personal data is involved, ensuring compliance with Swiss FADP
2. Intellectual Property Rights: Specific provisions regarding IP rights when confidential information includes patentable inventions or trade secrets
3. Competition Law Compliance: Required when the agreement might affect market competition or include non-compete elements
4. Export Control: When confidential information is subject to export control regulations
5. Employee and Contractor Obligations: Additional provisions when the agreement covers obligations of employees or contractors
6. Reciprocal Obligations: Used when both parties will be sharing confidential information (mutual NDA)
7. Digital Security Requirements: Specific provisions for digital storage and transmission of confidential information
8. Audit Rights: Optional provisions allowing audit of compliance with confidentiality obligations
1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used
2. Schedule 2 - Security Requirements: Detailed technical and organizational security measures required for protecting confidential information
3. Schedule 3 - Authorized Representatives: List of authorized representatives who may access confidential information
4. Appendix A - Forms of Notification: Standard forms for various notifications under the agreement
5. Appendix B - Destruction Certificate: Form for certifying the destruction of confidential information
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Pharmaceuticals
Financial Services
Manufacturing
Research & Development
Professional Services
Healthcare
Biotechnology
Information Technology
Automotive
Energy
Telecommunications
Consumer Goods
Industrial Engineering
Chemical Industry
Relevant Teams
Legal
Compliance
Research and Development
Information Technology
Business Development
Executive Leadership
Procurement
Information Security
Finance
Innovation
Corporate Development
Risk Management
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Counsel
Compliance Officer
Business Development Manager
Research Director
Chief Technology Officer
Project Manager
Innovation Manager
Procurement Manager
Contract Manager
Information Security Officer
Chief Financial Officer
Head of Research
Strategic Partnership Manager
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