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1. Parties: Identification of the disclosing party (seller), receiving party (potential buyer), and any guaranteed parties
2. Background: Context of the business sale and purpose of the confidentiality agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Business'
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and advisors
6. Information Security Measures: Required security measures for protecting confidential information in compliance with Swiss data protection laws
7. Return or Destruction of Information: Obligations regarding the handling of confidential information if the sale doesn't proceed
8. Duration of Obligations: Time period for which confidentiality obligations remain in force
9. No Commitment to Transaction: Clarification that the NDA does not obligate either party to proceed with the business sale
10. Remedies: Legal remedies available under Swiss law for breach of confidentiality obligations
11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. Non-Solicitation: Restrictions on soliciting employees or customers, included when the business has valuable human capital or customer relationships
2. Exclusivity Period: Period during which the seller cannot negotiate with other potential buyers, used in serious sale discussions
3. Public Announcements: Requirements for making any public statements about the potential transaction, important for listed companies or high-profile sales
4. Data Protection Compliance: Detailed FADP compliance provisions, required when significant personal data is involved
5. Competition Law Compliance: Specific provisions ensuring compliance with Swiss competition laws, needed when parties are competitors
6. Insider Trading Prevention: Provisions preventing trading on inside information, required when either party is publicly traded
7. Representatives' Obligations: Detailed provisions about representatives' duties, useful when numerous advisors will be involved
1. Schedule 1 - Specified Confidential Information: Detailed list of specific categories of confidential information to be disclosed
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures required for different types of confidential information
4. Schedule 4 - Excluded Information: List of information explicitly excluded from confidentiality obligations
5. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives to sign
6. Appendix B - Data Processing Terms: Specific terms for handling personal data under Swiss data protection laws
Business
Permitted Purpose
Representatives
Affiliate
Agreement
Business Day
Disclosing Party
Receiving Party
Group
Personal Data
Trade Secrets
Intellectual Property Rights
Transaction
Evaluation Material
Data Protection Laws
Confidentiality Period
Disclosed Information
Authorized Recipients
Professional Advisers
Security Measures
Destruction Certificate
Inside Information
Material Breach
Non-Disclosure Obligations
Permitted Disclosures
Related Persons
Sensitive Information
Third Party
Working Papers
Confidentiality Obligations
Permitted Disclosures
Data Protection
Information Security
Return or Destruction of Information
Non-Solicitation
Non-Circumvention
Duration and Survival
Remedies
Assignment
Third Party Rights
Notices
Entire Agreement
Severability
Variation
Waiver
Costs
Counterparts
Electronic Execution
Force Majeure
Further Assurance
Good Faith
Governing Law
Jurisdiction
Language
No Partnership
Announcements
Representatives' Obligations
Exclusivity
Manufacturing
Technology
Financial Services
Healthcare
Retail
Professional Services
Real Estate
Construction
Hospitality
Energy
Telecommunications
Transportation
Agriculture
Education
Media and Entertainment
Legal
Finance
Mergers & Acquisitions
Corporate Development
Executive Leadership
Risk Management
Compliance
Strategy
Business Development
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of Mergers & Acquisitions
Business Development Director
Corporate Development Manager
Investment Banker
Due Diligence Manager
Legal Counsel
Financial Controller
Risk Management Officer
Compliance Officer
Strategy Director
Company Secretary
Board Member
Managing Director
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