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Trade Secret Contract Template for Switzerland

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Key Requirements PROMPT example:

Trade Secret Contract

"I need a Trade Secret Contract under Swiss law for sharing proprietary manufacturing processes with a potential joint venture partner in the pharmaceutical industry, with special emphasis on cross-border data protection and audit rights."

Document background
This Trade Secret Contract is essential for businesses and individuals operating under Swiss jurisdiction who need to protect valuable proprietary information while sharing it with third parties. The document is particularly relevant in today's knowledge-based economy where trade secrets can constitute significant business assets. It incorporates specific requirements under Swiss law, including provisions from the Code of Obligations (CO), the Federal Act against Unfair Competition (UWG), and relevant data protection regulations. The contract is typically used when sharing manufacturing processes, formulas, designs, customer lists, or other confidential business information that provides competitive advantage. It establishes clear obligations for receiving parties, specific security measures, and enforcement mechanisms, while ensuring compliance with Switzerland's robust commercial law framework.
Suggested Sections

1. Parties: Identification of the trade secret owner and the receiving party/parties

2. Background: Context of the disclosure and relationship between the parties

3. Definitions: Clear definitions of Trade Secrets, Confidential Information, Permitted Purpose, and other key terms

4. Scope of Confidential Information: Detailed description of what constitutes protected trade secrets and confidential information

5. Obligations of Receiving Party: Core confidentiality obligations, including protection measures, non-use, non-disclosure

6. Permitted Disclosures: Circumstances under which disclosure is permitted and processes for such disclosure

7. Security Measures: Specific measures required to protect the trade secrets

8. Duration of Obligations: Time period for confidentiality obligations and post-termination requirements

9. Return or Destruction of Information: Procedures for handling confidential information upon termination

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

11. Governing Law and Jurisdiction: Specification of Swiss law application and jurisdiction for disputes

Optional Sections

1. Employee and Subcontractor Obligations: Additional provisions when receiving party needs to share information with employees or subcontractors

2. Intellectual Property Rights: Clarification of IP ownership when trade secrets may lead to new developments

3. Non-Competition Provisions: Additional restrictions on competitive activities, if applicable

4. Data Protection Compliance: Specific provisions when trade secrets include personal data

5. Export Control Compliance: Required when trade secrets involve internationally controlled technology

6. Audit Rights: Rights to audit compliance with security measures, if needed

7. Insurance Requirements: Obligations to maintain specific insurance coverage for trade secret protection

8. Alternative Dispute Resolution: Mediation or arbitration procedures before court litigation

Suggested Schedules

1. Schedule 1: Description of Trade Secrets: Detailed description of the specific trade secrets covered

2. Schedule 2: Security Protocols: Detailed security measures and protocols to be followed

3. Schedule 3: Authorized Personnel: List of individuals authorized to access the trade secrets

4. Schedule 4: Notification Templates: Templates for required notices under the agreement

5. Appendix A: Non-Disclosure Agreement for Employees: Template NDA for employees of receiving party

6. Appendix B: Security Incident Response Plan: Procedures for handling potential or actual breaches

Authors

Alex Denne

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

Relevant legal definitions









































Clauses


































Relevant Industries

Technology & Software

Manufacturing

Pharmaceutical & Biotechnology

Chemical Industry

Financial Services

Food & Beverage

Automotive

Aerospace & Defense

Research & Development

Professional Services

Electronics

Industrial Engineering

Consumer Products

Energy & Utilities

Relevant Teams

Legal

Research and Development

Product Development

Information Security

Compliance

Executive Leadership

Intellectual Property

Operations

Manufacturing

Business Development

Innovation

Contract Management

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Legal Officer

General Counsel

Intellectual Property Manager

Research Director

Product Development Manager

Innovation Manager

Business Development Director

Manufacturing Director

Information Security Officer

Compliance Officer

Contract Manager

Legal Counsel

Technology Transfer Officer

Project Manager

Operations Director

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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