Non Disclosure Agreement Data Protection for Switzerland

Non Disclosure Agreement Data Protection Template for Switzerland

This comprehensive Non-Disclosure Agreement (NDA) is specifically tailored for use under Swiss law, incorporating robust data protection provisions aligned with the Federal Act on Data Protection (FADP/DSG) and considering the influence of the EU GDPR. The agreement provides a legal framework for protecting both confidential business information and personal data, ensuring compliance with Swiss federal regulations while facilitating secure information sharing and data processing activities. It includes detailed provisions for data security measures, cross-border data transfers, and breach notification procedures, making it suitable for both domestic Swiss operations and international business relationships.

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What is a Non Disclosure Agreement Data Protection?

This Non Disclosure Agreement Data Protection document is designed for use in situations where parties need to share both confidential business information and personal data under Swiss jurisdiction. It is particularly relevant in today's digital business environment where data protection compliance is crucial. The agreement combines traditional NDA elements with specific requirements under the Swiss Federal Act on Data Protection (FADP/DSG), making it suitable for businesses operating in Switzerland or dealing with Swiss entities. It should be used when parties anticipate exchanging sensitive information that includes personal data, requiring both confidentiality obligations and compliance with data protection regulations. The document addresses key requirements for data processing, security measures, cross-border transfers, and breach notification procedures, while maintaining alignment with international best practices, particularly considering Switzerland's close economic ties with the EU.

What sections should be included in a Non Disclosure Agreement Data Protection?

1. Parties: Identification of the parties entering into the agreement, including registered addresses and company details

2. Background: Context of the agreement, relationship between parties, and purpose of information sharing

3. Definitions: Key terms including Confidential Information, Personal Data, Processing, Data Controller, Data Processor, Authorized Recipients

4. Scope of Confidential Information: Definition and categories of confidential information covered by the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care

6. Data Protection Obligations: Obligations under FADP/DSG, including lawful processing, data security, and cross-border transfers

7. Security Measures: Required technical and organizational measures to protect confidential information and personal data

8. Authorized Disclosures: Circumstances under which confidential information may be disclosed

9. Return or Destruction: Obligations regarding return or destruction of confidential information upon termination

10. Term and Termination: Duration of the agreement and termination provisions

11. Breach and Remedies: Consequences of breach and available remedies

12. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices

What sections are optional to include in a Non Disclosure Agreement Data Protection?

1. Data Transfer Mechanisms: Required when personal data will be transferred outside Switzerland, specifying approved transfer mechanisms

2. Audit Rights: Optional section granting audit rights to the disclosing party, typically included in high-security situations

3. Subprocessing: Required when the receiving party may engage subcontractors to process data

4. Insurance Requirements: Optional section specifying required insurance coverage for data protection and cybersecurity risks

5. Data Breach Notification: Detailed procedures for handling data breaches, recommended for high-risk data processing

6. Intellectual Property Rights: Required when confidential information includes IP or when IP might be created during the relationship

7. Employee and Contractor Obligations: Detailed requirements for ensuring compliance by staff, recommended for complex organizational relationships

What schedules should be included in a Non Disclosure Agreement Data Protection?

1. Schedule 1 - Categories of Confidential Information: Detailed list of types of confidential information covered

2. Schedule 2 - Technical and Organizational Measures: Specific security measures required for data protection

3. Schedule 3 - Authorized Recipients: List of authorized persons or categories of persons who may access the confidential information

4. Schedule 4 - Data Processing Details: Details of personal data processing activities including categories of data subjects, types of data, and processing purposes

5. Schedule 5 - Contact Details: Key contacts for confidentiality and data protection matters

6. Appendix A - Standard Contractual Clauses: If required for international data transfers, incorporating approved model clauses

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

Jurisdiction

Switzerland

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Financial Services

Healthcare

Pharmaceuticals

Manufacturing

Professional Services

Research and Development

Telecommunications

Education

Retail

Insurance

Biotechnology

Consulting

Energy

Legal Services

Relevant Teams

Legal

Compliance

Information Security

IT

Privacy

Risk Management

Procurement

Operations

Business Development

Executive Leadership

Research & Development

Data Protection

Information Technology

Contract Management

Relevant Roles

Chief Privacy Officer

Data Protection Officer

Legal Counsel

Compliance Manager

Information Security Manager

Chief Information Security Officer

IT Director

Privacy Manager

Contract Manager

Risk Manager

Chief Technology Officer

Project Manager

Business Development Manager

Chief Executive Officer

Operations Manager

Procurement Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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