Non Disclosure Agreement Template Switzerland

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

1. [_________________________], a company incorporated under the laws of Switzerland, with its registered office at [_________________________], Switzerland, represented by [_________________________] (hereinafter the "Disclosing Party");

AND

2. [_________________________], a company incorporated under the laws of [___________], with its registered office at [_________________________], represented by [_________________________] (hereinafter the "Receiving Party").

(Collectively referred to as the "Parties").

1. PURPOSE

The Parties intend to engage in discussions regarding [________________________________________________] (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose certain proprietary and confidential information to the Receiving Party.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means all information, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to: business plans, financial data, software code, customer lists, technical specifications, trade secrets, and any other information marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party shall: a) Maintain the Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure; b) Use the Confidential Information solely for the Purpose defined in Section 1; c) Limit disclosure of the Confidential Information to those employees, consultants, or advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

4. EXCLUSIONS

The obligations of confidentiality shall not apply to information which: a) Is or becomes publicly known through no fault of the Receiving Party; b) Was already in the possession of the Receiving Party prior to disclosure; c) Is independently developed by the Receiving Party without reference to the Confidential Information; d) Is required to be disclosed by law or by a court of competent jurisdiction.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and remain in effect for a period of [___________] years. The obligations of confidentiality shall survive the termination of this Agreement for a period of [___________] years following the disclosure of the Confidential Information.

6. RETURN OF INFORMATION

Upon written request of the Disclosing Party or upon completion of the Purpose, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession, and certify such destruction in writing.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to its conflict of law principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of [___________], Switzerland.

8. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof. No amendment or modification shall be valid unless in writing and signed by both Parties.

SIGNATURES

For and on behalf of the Disclosing Party:

Signature: ___________________________ Name: [_________________________] Title: [_________________________] Date: [_________________________]

For and on behalf of the Receiving Party:

Signature: ___________________________ Name: [_________________________] Title: [_________________________] Date: [_________________________]