The Business Sale Confidentiality Agreement is a critical document used in the early stages of business sale negotiations in Switzerland. It establishes the legal framework for protecting sensitive business information that needs to be shared during the sale process, particularly during due diligence. This agreement is essential before any detailed business information is disclosed to potential buyers, as it ensures that sensitive financial, operational, technical, and commercial information remains confidential. Governed by Swiss law, particularly the Swiss Code of Obligations and Federal Act on Data Protection, it provides specific provisions for information handling, permitted disclosures, and consequences of breaches. The agreement typically precedes any detailed negotiations or due diligence processes and remains effective even if the sale doesn't proceed.

1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any guarantors or parent companies

2. Background: Context of the potential business sale and purpose of the confidentiality agreement

3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Business Sale Transaction'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business sale

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

7. Security Measures: Required measures for protecting and storing confidential information

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

9. Duration of Obligations: Time period for which confidentiality obligations remain in force

10. Non-Circumvention: Prohibition on using confidential information to circumvent the disclosing party in the business sale

11. Remedies: Legal remedies available in case of breach, including injunctive relief

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

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