Non-Disclosure Agreement (NDA)

between

le dot E-Solution Stanic, Mirko Stanic Birmensdorferstrasse 240, 8003 Zürich UID: CHE-130.745.803 E-Mail: mail@le-dot.com (hereinafter "Party A")

and

[Client] [Company/Organisation] [Client Address] (hereinafter "Party B")

(collectively "the Parties")

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Art. 1 — Purpose

1.1 This agreement governs the protection of confidential information exchanged between the Parties in connection with the project "[Project Name]" or their business relationship.

1.2 The confidentiality obligations apply bilaterally, i.e. equally to both Parties.

Art. 2 — Definition of Confidential Information

2.1 "Confidential information" means all non-public information disclosed by one Party to the other in connection with the collaboration, regardless of the form of transmission. This includes in particular:

• a) Business information: strategies, business plans, customer data, pricing, financial data;
• b) Technical information: source code, architecture, algorithms, specifications, prototypes;
• c) Organisational information: processes, personnel information, internal structures.

2.2 Confidential information also includes information marked as confidential or whose confidentiality is evident from the circumstances.

Art. 3 — Confidentiality Obligations

3.1 The receiving Party undertakes:

• a) not to disclose confidential information to third parties;
• b) to use confidential information exclusively for the agreed purpose;
• c) to restrict access to confidential information to persons who require it for the fulfilment of the contractual purpose (need-to-know principle);
• d) to bind such persons to equivalent confidentiality obligations.

3.2 The receiving Party shall apply at least the same degree of care it uses to protect its own confidential information.

Art. 4 — Exceptions

4.1 The confidentiality obligations do not apply to information that:

• a) was already publicly known at the time of disclosure or becomes publicly known through no fault of the receiving Party;
• b) was already lawfully known to the receiving Party prior to disclosure;
• c) was independently developed by the receiving Party without the use of confidential information;
• d) was lawfully communicated to the receiving Party by a third party not bound by confidentiality obligations;
• e) must be disclosed pursuant to statutory provisions, official orders or a court decision — in such cases, the disclosing Party shall be notified in advance to the extent permitted by law.

Art. 5 — Duration

5.1 This agreement enters into force upon signature.

5.2 The confidentiality obligations shall apply for the duration of the collaboration and for 3 years thereafter.

Art. 6 — Return and Destruction

6.1 Upon request by a Party or upon termination of the collaboration, the receiving Party shall return all confidential information, including copies, or destroy it.

6.2 Destruction shall be confirmed to the disclosing Party in writing.

6.3 Statutory retention obligations remain reserved.

Art. 7 — Contractual Penalty

7.1 In the event of a culpable breach of the confidentiality obligations, the breaching Party shall pay the other Party a contractual penalty of CHF [Amount] per breach.

7.2 Payment of the contractual penalty does not release the breaching Party from its confidentiality obligations.

7.3 Further claims for damages remain reserved.

Art. 8 — Final Provisions

8.1 Written form: Amendments and supplements to this agreement require written form and the signatures of both Parties.

8.2 Severability clause: Should any provision of this agreement be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.

8.3 Applicable law: This agreement is governed exclusively by Swiss law.

8.4 Place of jurisdiction: The exclusive place of jurisdiction is Zurich.

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Signatures

	Party A	Party B
Company	le dot E-Solution Stanic, Mirko Stanic	[Company/Organisation]
Name	Mirko Stanic	[Client]
Place, Date	Zürich, [Date]	__
Signature	__	__

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Legal References

• OR Art. 321a — Employee's duty of care and loyalty (by analogy for confidentiality)
• OR Art. 398 — Mandatary's duty of care and loyalty
• OR Art. 160–163 — Contractual penalty (Konventionalstrafe)
• StGB Art. 162 — Violation of manufacturing or trade secrets