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Non Disclosure Agreement Muster Schweiz

The secret master has always had the interest in keeping his intellectual thinking or business model secret, guaranteeing the success of the company. In cases where the master of secrecy wants to materialize his intangible values (for example, Letter of Intent (LOI), ongoing patenting procedure, licensing, transfer of know-how, sale of business, etc.), he cannot fail to reveal certain information and documents to his trading partner who, understandably, does not want to buy unverified money. Although business secrecy is protected by civil and criminal law under Swiss law (see OR 321a al. 4, OR 340 al. 2, StGB 162, etc.), the conclusion of a confidentiality agreement, particularly with regard to the determination of the scope and content of the duty of confidentiality, may be appropriate: with a non-disclosure agreement (NDA), departure ideas may be covered against theft. The problem: confidentiality agreements (here a model) sound good on paper, but have serious drawbacks in practice. 1. NDAs do not work A confidentiality agreement suggests waterproof legal protection. The trade-off between the benefits and costs of litigation is often ignored. Indeed: NDAs are difficult to implement even in concrete cases of infringement, because it is not uncommon for a start-up to lack resources for an extensive litigation: “You simply don`t want to invest the time and the money litigation would require,” says Dorian Selz in a message on the Memonic Blog, in which he usually concludes: NDA – Nixcent agreement.

The confidentiality agreement, including the NDA (non-disclosure agreement) or the confidentiality agreement, serves to protect confidential information between two parties. The agreement is often reached ahead of contract negotiations or during a merger of companies when counterparties share sensitive information. These may be patents, documents and other data. People who sign an NDA agree to remain silent about this information. Select the products that need to be added to your shopping cart or the whole recipient of the information should be able to consult for the assessment of the offer and for negotiations on a main contract (for example, the sale of a patenting project, a licensing agreement, the sale of a business, etc.), but nothing more! A contractual penalty is in principle allowed, unless it is disproportionate to the offence committed, pursuant to Article 307, paragraph 1, of the BGB. The contractor is not bound by the penalty, but remains bound to secrecy. The parties define confidential information, but also parties that are not covered by the confidentiality agreement. They also specify the amount of penalties for a violation of the treaty by a party and the duration of the secrecy. The term “confidential information” should be defined in the most precise and general way possible within the framework of the agreement. 5.

Locking up is harmful In the article Stealth Startups, Get Over Yourselves, Viwek Wadhwa believes that secrecy is generally harmful. For him, the ability to get feedback and attention is worth more than the often misleading security of having been the only one who had this idea. Especially startups that have a good idea for an Internet service and want to work in silence make a mistake by focusing mostly on secrecy.