Non Disclosure Agreement For Service Provider for Switzerland

Non Disclosure Agreement For Service Provider Template for Switzerland

A comprehensive Non-Disclosure Agreement governed by Swiss law, designed specifically for engaging service providers while protecting confidential information and trade secrets. This agreement incorporates key provisions of Swiss federal law, including the Code of Obligations and Data Protection Act, ensuring robust protection of confidential information in a service provider relationship. The document addresses both standard confidentiality provisions and specific requirements under Swiss law, such as data protection obligations and trade secret protection, while maintaining alignment with Swiss business practices and enforcement mechanisms.

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What is a Non Disclosure Agreement For Service Provider?

This Non-Disclosure Agreement For Service Provider is essential when engaging external service providers who will need access to confidential business information, trade secrets, or sensitive data in Switzerland. The agreement is structured to comply with Swiss federal laws, including the Code of Obligations, Data Protection Act, and Unfair Competition Act, while providing comprehensive protection for confidential information. It's particularly relevant when engaging consultants, IT service providers, professional advisors, or other external parties who will have access to sensitive company information. The document includes specific provisions for data handling, security measures, and breach remedies, reflecting Swiss legal requirements and business practices. This agreement should be used before sharing any confidential information with service providers and can be customized based on the nature of services and type of confidential information involved.

What sections should be included in a Non Disclosure Agreement For Service Provider?

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the service provider), including full legal names and addresses

2. Background: Context of the relationship and purpose of the NDA, including reference to the services to be provided

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Trade Secrets'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared, including with employees and professional advisors

7. Security Measures: Required procedures and safeguards for protecting confidential information

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

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

10. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief

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

What sections are optional to include in a Non Disclosure Agreement For Service Provider?

1. Data Protection Compliance: Required when personal data will be processed or transferred as part of the services

2. Intellectual Property Rights: Needed when the services involve creation or use of intellectual property

3. Non-Solicitation: Optional restriction on hiring or soliciting employees, recommended for long-term service relationships

4. Audit Rights: Include when regular verification of compliance with confidentiality obligations is required

5. Insurance Requirements: Relevant for high-risk services or when handling particularly sensitive information

6. Export Control: Required when confidential information may be subject to export control regulations

7. Force Majeure: Optional clause for addressing extraordinary circumstances affecting confidentiality obligations

What schedules should be included in a Non Disclosure Agreement For Service Provider?

1. Schedule 1 - Description of Services: Detailed description of the services to be provided, helping define the scope of permitted use of confidential information

2. Schedule 2 - Categories of Confidential Information: Specific listing of types of confidential information to be shared

3. Schedule 3 - Security Protocols: Detailed technical and organizational measures required for protecting confidential information

4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

5. Schedule 5 - Data Processing Terms: Required when personal data processing is involved, detailing specific data protection 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

Jurisdiction

Switzerland

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Information Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Pharmaceuticals

Biotechnology

Research and Development

Consulting

Engineering

Legal Services

Telecommunications

Software Development

Marketing and Advertising

Business Process Outsourcing

Relevant Teams

Legal

Procurement

Information Security

Compliance

Risk Management

Human Resources

Information Technology

Operations

Finance

Research & Development

Data Protection

Relevant Roles

Chief Legal Officer

General Counsel

Legal Counsel

Procurement Manager

Vendor Relations Manager

Contract Manager

Chief Information Security Officer

Data Protection Officer

Chief Technology Officer

Project Manager

Human Resources Director

Chief Financial Officer

Operations Manager

Risk Manager

Compliance Officer

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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