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Accord de confidentialité (bilatéral)

Accord de confidentialité (bilatéral)

Meyerlustenberger Lachenal AG

Date: May 31, 2018
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Author's Note

This template contains a bilateral, Swiss law governed confidentiality agreement ( accord de... Read more

This template contains a bilateral, Swiss law governed confidentiality agreement (accord de confidentialité). The bilateral nature of the agreement means that both parties are bound by the confidentiality obligations. This type of agreement is usually chosen when both parties deliver sensitive information to the counterparty. In case only one party discloses confidential information, the form of a unilateral confidentiality agreement should be chosen. A template for a unilateral confidentiality agreement is also available on PartnerVine. This template (i.e. the questionnaire and the agreement it produces) is in French. Please note that templates in German and English are also available.

This agreement can be used in any context in which parties deliver sensitive information to each other and wish to ensure the confidentiality of such information and/or the fact of their cooperation. Confidentiality agreements are typically used in connection with the exploration and/or negotiation of (possible) transactions, in the context of any form of cooperation (joint venture, joint development, etc.), with regard to the establishment of business relationships or for any other projects in which confidential information will be exchanged.

This template is drafted in a way that either legal persons (personnes juridiques) or natural persons (personnes physiques) can be party to the agreement. In case legal persons are parties, a non-solicitation clause can be included in the agreement. If securities of a legal person are listed on a stock exchange, a standstill-clause with respect to transactions in securities of such company may be included. Moreover, the user may choose between different options with regard to the term of the agreement and with respect to other provisions, such as contractual penalty, data protection or place of jurisdiction.

Terms which are configurable to the user’s needs include: 

  • Details of the parties;
  • Background of the agreement;
  • Non-solicitation clause;
  • Standstill obligation;
  • Contractual penalty;
  • Data protection clause;
  • Term of the agreement; and
  • Jurisdiction.

Terms of Use

The purchase of this product is subject to the Supplier Terms as stated hereafter. The following Supplier Terms apply to any sale of legal documents where Meyerlustenberger Lachenal AG (mll) is the seller and your contract partner. PartnerVine is not your contractual counterparty and you have no recourse to PartnerVine in respect of such purchases. Please consider, however, that the use of and access to the PartnerVine Platform by you is and remains governed by Part I, II and IV of the Terms & Conditions for the PartnerVine Platform.

With respect to the sale of legal documents by mll to you the provisions as set out in Part III, Section 1, 2, 3 and 5 as well as Part IV, Section 1.2 of the Terms & Conditions for the PartnerVine Platform shall also apply to such purchases and are therefore incorporated in these Supplier Terms by reference. The provisions regarding the Use Rights / Use Restrictions as set out in Part III, Section 4 of the Terms & Conditions for the PartnerVine Platform are modified by these Supplier Terms in the following way: The first paragraph is not modified. The second, third, fourth and fifth paragraph are replaced by the following provisions:

  • Users are permitted to access the document-generation interview for 90 days from the date of purchase.
  • Users are entitled to export and download an unlimited number of copies of the document(s) in Word format.
  • In case a legal entity has registered as a user, the document copies may be used by the employees of the legal entity and branches of the legal entity. However, the use rights of legal entities are not extended to any other company of a group of companies. Such other companies must obtain license rights on their own.
  • Users are granted a simple, non-exclusive, non-sub-licensable and non-transferable right of use for the ordered legal documents during the contract term (as set out in Part IV, Section 1.2 of the Terms & Conditions of the PartnerVine Platform). The right of use entitles users to download the legal documents for personal limited commercial uses, i.e. for concluding a business contract with another business partner. The users are, however, without the explicit consent of mll, not permitted to use the legal documents for unlimited commercial purposes, in particular, but not limited to the sub-license or transfer of the rights in the legal documents to any third party. Furthermore, the users are not permitted to sell or transfer in another form printed and digital copies of the legal documents to a third party in the sense of a resale.

Finally, Part IV, Section 7 of the Terms & Conditions for the PartnerVine Platform is modified with regard to contracts between you and mll as follows:

  • These Supplier Terms and the contracts based on them are exclusively governed by Swiss law with the exclusion of the Vienna Sales Convention.
  • The competent courts in Zurich, Switzerland, shall have exclusive jurisdiction with respect to any dispute arising from or in connection with these Supplier Terms and the contracts between mll and you.

Data Privacy Information

The collection and processing of your personal data entered in the course of the creation of your automated template is subject to the Privacy Policy for the PartnerVine Platform as referred to in the PartnerVine Terms.

Further the data may be collected and stored by the hosting platform of Exari Solutions (Europe) Limited, 20 St Dunstan’s Hill, London EC3R 8HL (Exari). Exari provides the software with which automated templates offered by mll are being created. Exari’s current hosting platform provider is Amazon Web Services which stores the data in Dublin, Ireland.

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