Swiss Law Confidentiality Agreements

The principles of breach of confidentiality derive from Megarry J`s statement in Coco v AN Clarke (Engineers) Ltd [1969] RPC 41. The three elements are as follows: confidentiality obligations between the parties are often limited to a period determined by the treaty. Time can be determined by the period for which confidential information is likely to remain sensitive, given that in many cases commercial information has lost this quality within a few years. Confidentiality clauses are also dealt with on a case-by-case basis in Switzerland. In Switzerland, it is customary for collective contracts to include confidentiality clauses. This proposal contains a unilateral confidentiality agreement governed by Swiss law. The unilateral nature of the agreement means that only one party is bound by the confidentiality obligations. at the time of receipt or disclosure was or is subsequently available to the public (without breach of confidentiality obligations on the part of the receiving party); Confidential information must be of a specific nature. It must not be contaminated by other non-confidential information to the point of losing its identity and therefore being outside the confidentiality restrictions. There is no breach of confidentiality when documents are disclosed in litigation – Chantry Martin & Co vs. Martin [1953] 2 QB 286. A court will weigh the interests of the party requesting disclosure against the party whose secrets could be threatened against Premier Profiles Ltd against Tioxide Europe Ltd,[2000] QB, a possible point in the formulation of a clause according to which the parties will seek full protection for their confidential information if it is subject to judicial disclosure.

One of the most important points to consider for the author is the balance of the flow of information in the agreement. The party receiving information might want a broad definition, the party giving the information might want a narrower definition. This may not always be the case. Some companies do not like to obtain confidential information from third parties, as they are likely to be concerned about “accidental use” in their own research activities and are not willing to accept a limitation on how they proceed with their development. The wording of appropriate provisions in the confidentiality clause may relate to this. Most of the case law on the time limits of confidentiality clauses refers to individuals and restrictive tests. Is it perhaps because all companies still feel that the clauses they negotiate with each other are useful or is it more related to the difficulty of pursuing confidentiality agreements? From a purely English legal point of view, the absence of reported cases on the applicability of confidentiality clauses indicates that when a person establishes a confidentiality clause from the position of wanting to protect the information, unless it is manifestly inappropriate to do so, one option seems to be to make the obligation unlimited. . . .

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