The Confidentiality and Non-Compete Agreement is essential for Swiss businesses seeking to protect their legitimate interests, trade secrets, and competitive advantage. This document is typically used when engaging employees, contractors, or business partners who will have access to sensitive information or could pose a competitive threat after the relationship ends. The agreement must comply with Swiss law requirements, particularly regarding the reasonableness of non-compete restrictions and the necessity for appropriate compensation. It combines robust confidentiality provisions aligned with the Federal Act on Data Protection with non-compete clauses that meet the specific requirements of Articles 340-340c of the Swiss Code of Obligations. The document is particularly relevant in situations involving senior employees, technical experts, or key business relationships where protection of proprietary information and prevention of unfair competition are crucial.

1. Parties: Identification of the contracting parties, including full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and legitimate business interests being protected

3. Definitions: Key terms including Confidential Information, Competitive Activity, Territory, and Restricted Period

4. Confidentiality Obligations: Detailed obligations regarding handling, protection, and non-disclosure of confidential information

5. Non-Compete Obligations: Scope of competitive restrictions, including geographic area and duration, compliant with Swiss law limitations

6. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers

7. Duration and Survival: Term of the agreement and provisions that survive termination

8. Return of Confidential Information: Obligations regarding return or destruction of confidential materials

9. Compensation: Consideration for non-compete restrictions as required by Swiss law

10. Breach and Remedies: Consequences of breach, including contractual penalties (if applicable) and injunctive relief

11. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction for disputes

12. Execution: Signature blocks and execution requirements