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1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details
2. Background: Context of the relationship between the parties and purpose of sharing confidential information
3. Definitions: Definition of 'Confidential Information', 'Permitted Purpose', and other key terms used in the agreement
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Term and Survival: Duration of the agreement and survival of obligations after termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Remedies: Legal remedies available in case of breach, including injunctive relief
10. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Required when confidential information includes personal data subject to Swiss FADP
2. Export Control: Needed when confidential information may be subject to export control regulations
3. Non-Solicitation: Optional clause preventing solicitation of employees or customers, if relevant to the business relationship
4. Intellectual Property Rights: Required when confidential information includes IP or when IP might be created during the relationship
5. Insurance Requirements: Optional section specifying required insurance coverage for receiving party
6. Audit Rights: Optional provision allowing auditing of receiving party's compliance with the agreement
7. Force Majeure: Optional clause addressing circumstances beyond parties' control affecting performance
8. Anti-Corruption Compliance: Required for international business relationships or when dealing with public entities
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of specific confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Measures: Specific technical and organizational measures required for protecting confidential information
4. Appendix A - Confidentiality Acknowledgment Form: Template form for employees or subcontractors to acknowledge confidentiality obligations
5. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Disclosing Party
Receiving Party
Affiliate
Authorized Representative
Permitted Purpose
Trade Secrets
Group Company
Representatives
Proprietary Information
Personal Data
Confidential Materials
Effective Date
Intellectual Property Rights
Business Day
Permitted Disclosures
Security Measures
Data Protection Laws
Controlled Persons
Third Party
Related Enterprise
Technical Information
Commercial Information
Business Information
Contract Period
Confidentiality Period
Non-Disclosure
Permitted Use
Information Protection
Return of Information
Term and Termination
Survival
Remedies
Governing Law
Jurisdiction
Data Protection
Permitted Disclosures
Security Measures
Notice Requirements
Assignment
Severability
Entire Agreement
Amendment
Third Party Rights
Force Majeure
Waiver
Counterparts
Costs
Interpretation
Duration
Obligations on Termination
Technology
Financial Services
Manufacturing
Healthcare
Pharmaceuticals
Professional Services
Research & Development
Information Technology
Biotechnology
Industrial
Real Estate
Energy
Telecommunications
Consumer Goods
Education
Legal
Human Resources
Business Development
Research and Development
Executive Leadership
Procurement
Information Technology
Finance
Operations
Mergers and Acquisitions
Innovation
Product Development
Compliance
Corporate Strategy
Chief Executive Officer
Chief Legal Officer
General Counsel
Business Development Manager
Project Manager
Research Director
Chief Technology Officer
Human Resources Director
Procurement Manager
Investment Manager
Legal Counsel
Contract Manager
Chief Financial Officer
Operations Director
Innovation Manager
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