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Acquisition NDA for Switzerland

Acquisition NDA Template for Switzerland

A Swiss law-governed Non-Disclosure Agreement specifically designed for merger and acquisition contexts, ensuring confidentiality of sensitive business information exchanged during the due diligence and negotiation phases of a potential acquisition. The document incorporates Swiss legal requirements, including provisions from the Swiss Code of Obligations and Federal Act on Data Protection, while addressing specific confidentiality needs in M&A transactions. It establishes clear protocols for handling confidential information, permitted disclosures, and information security measures, with particular attention to Swiss business practices and regulatory requirements.

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What is a Acquisition NDA?

An Acquisition NDA is a crucial document used in the early stages of merger and acquisition transactions in Switzerland, typically executed before detailed due diligence begins. This document, governed by Swiss law, establishes the framework for protecting confidential information exchanged during the evaluation and negotiation of a potential acquisition. It addresses specific requirements under Swiss legislation, including the Swiss Code of Obligations and Federal Act on Data Protection, while incorporating international best practices for M&A transactions. The agreement typically precedes other transaction documents and remains effective regardless of whether the acquisition proceeds. It's particularly important in the Swiss business environment, where data protection and confidentiality are heavily emphasized in both law and business practice.

What sections should be included in a Acquisition NDA?

1. Parties: Identification of the disclosing party (typically the seller) and receiving party (typically the potential buyer), including full legal names and addresses

2. Background: Context of the potential acquisition and purpose of the NDA, including brief description of the contemplated transaction

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Affiliated Companies', and 'Transaction'

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

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

7. Information Security Measures: Required security measures for protecting confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information if the transaction does not proceed

9. Duration of Obligations: Term of the agreement and survival of confidentiality obligations

10. No Commitment to Transaction: Clarification that the NDA does not oblige parties to proceed with the transaction

11. Remedies: Available remedies in case of breach, including injunctive relief

12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

What sections are optional to include in a Acquisition NDA?

1. Non-Solicitation: Restrictions on soliciting employees or customers, included when talent retention is a key concern

2. Standstill Provisions: Restrictions on acquiring target company shares outside the transaction, relevant for listed companies

3. Exclusivity/No Shop: Provisions preventing the seller from seeking other buyers, included when buyer requires exclusivity

4. Data Protection Compliance: Specific provisions for FADP compliance, included when personal data is involved

5. Anti-trust Compliance: Provisions regarding competition law compliance, included when parties are competitors

6. Deal Team Restrictions: Restrictions on which personnel can access information, included for sensitive competitive situations

7. Press Announcements: Provisions regarding public communications, particularly important for listed companies

What schedules should be included in a Acquisition NDA?

1. Schedule 1: Authorized Representatives: List of individuals authorized to receive and handle confidential information

2. Schedule 2: Security Protocols: Detailed information security requirements and procedures

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

4. Appendix A: Description of the Proposed Transaction: Detailed description of the contemplated transaction

5. Appendix B: Clean Team Procedures: Procedures for handling commercially sensitive information, if applicable

Authors

Alex Denne

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

Jurisdiction

Switzerland

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions


























Clauses




























Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Retail

Energy

Transportation

Professional Services

Telecommunications

Consumer Goods

Industrial

Life Sciences

Media and Entertainment

Agriculture

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Executive Leadership

Strategy

Compliance

Risk Management

Business Development

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Mergers & Acquisitions

Corporate Development Director

Investment Director

Due Diligence Manager

Legal Counsel

Finance Director

Business Development Manager

Strategy Director

Corporate Secretary

Compliance Officer

Risk Manager

Integration 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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