Due Diligence NDA for Switzerland

Due Diligence NDA Template for Switzerland

A comprehensive confidentiality agreement governed by Swiss law, specifically designed to protect sensitive information disclosed during due diligence processes. This document establishes the framework for sharing confidential business information while ensuring compliance with Swiss legal requirements, including the Swiss Code of Obligations and Federal Data Protection Act. It outlines the obligations of all parties involved in the due diligence process, defines the scope of confidential information, and provides specific provisions for data protection, information handling, and consequences of breach under Swiss jurisdiction.

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What is a Due Diligence NDA?

This Due Diligence NDA is essential for transactions and business evaluations under Swiss law where sensitive information needs to be shared for assessment purposes. It is commonly used in mergers and acquisitions, investment opportunities, strategic partnerships, and similar corporate transactions where one party needs to evaluate confidential aspects of another party's business. The document incorporates specific requirements of Swiss law, including provisions from the Swiss Code of Obligations and data protection regulations. It sets out clear parameters for information sharing, establishes security protocols, defines permitted uses, and includes specific provisions for data rooms and clean team arrangements where necessary. This template is designed to protect both the disclosing and receiving parties while facilitating necessary information exchange for business evaluation purposes.

What sections should be included in a Due Diligence NDA?

1. Parties: Identification of the disclosing party, receiving party, and any affiliated entities involved in the due diligence process

2. Background: Context of the due diligence process and purpose of the agreement

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

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

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom

7. Security Measures: Specific measures required to protect confidential information, including physical, electronic, and procedural safeguards

8. Return or Destruction of Information: Requirements for handling confidential information after the due diligence process ends

9. Duration and Survival: Term of the agreement and which obligations survive termination

10. Breach and Remedies: Consequences of breach and available remedies under Swiss law

11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Due Diligence NDA?

1. Data Protection Compliance: Specific provisions for compliance with Swiss data protection laws, particularly relevant when personal data is involved

2. Clean Team Arrangements: Used in competitive situations where access to sensitive information needs to be restricted to designated individuals

3. Merger Control Provisions: Required when the due diligence relates to a potential merger subject to competition law review

4. Non-Solicitation: Restrictions on soliciting employees or customers, often included in more comprehensive NDAs

5. Intellectual Property Rights: Specific provisions protecting IP rights when the due diligence involves review of IP assets

6. Competition Law Compliance: Required when parties are competitors or in regulated industries

What schedules should be included in a Due Diligence NDA?

1. Schedule 1 - Authorized Representatives: List of individuals authorized to access confidential information

2. Schedule 2 - Security Protocols: Detailed security requirements and procedures for handling confidential information

3. Schedule 3 - Data Room Rules: Specific rules and procedures for accessing and using the data room

4. Appendix A - Confidential Information Categories: Detailed categorization of types of confidential information covered

5. Appendix B - Clean Team Members: If applicable, list of clean team members and their obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Free to use

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Chief Executive Officer

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General Counsel

Corporate Development Director

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Investment Director

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Compliance Officer

Data Protection Officer

Finance Director

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Strategy Director

Risk Manager

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What is a Due Diligence NDA?

What sections should be included in a Due Diligence NDA?

What sections are optional to include in a Due Diligence NDA?

What schedules should be included in a Due Diligence NDA?

Authors

Alex Denne

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