Skip to main content

Non-Disclosure Agreement (NDA)

Zation's standard mutual non-disclosure agreement for suppliers, partners, customers, and other counterparties. It is mutual — both parties protect each other's confidential information. Party A is always Zation AG; Party B is the counterparty — a supplier, partner, (prospective) customer, or other third party with whom confidential information is exchanged. This is the published reference text; the executed agreement is signed with each counterparty before confidential information is shared.

Parties​

  • Party A: Zation AG, Suurstoffi 18b, 6343 Rotkreuz.
  • Party B: the counterparty — a supplier, partner, customer, or other third party with whom Confidential Information is exchanged.

Party A and Party B are collectively the "Parties".

Agreement​

  1. Purpose. The purpose of this Agreement is to ensure the confidential handling of all information exchanged during the collaboration between both Parties that is deemed confidential ("Confidential Information").
  2. Definition of Confidential Information. Confidential Information includes, but is not limited to, all oral and written information, technical data, business strategies, client lists, projects, reports, methods, insights, and all other non-public information disclosed in the course of the business relationship between both Parties.
  3. Obligations of the Parties. Both Parties agree to: use the Confidential Information of the other Party exclusively for the purpose of the collaboration; protect the confidentiality of the information and only share it with individuals who need it to perform their duties and are also bound by confidentiality obligations; take appropriate measures to prevent unauthorized use or disclosure; and only disclose Confidential Information to third parties with the written consent of the other Party.
  4. Organization-wide scope. This Agreement binds each Party together with all its affiliated organizations (parent, subsidiary, and group companies). Each Party ensures that its affiliates, employees, and representatives who receive Confidential Information are bound by equivalent obligations. By signing, the counterparty confirms this Agreement on behalf of its entire organization and all affiliated entities, so a single signature covers the whole group.
  5. Exceptions. The confidentiality obligation does not apply to information that: was generally known or accessible at the time of disclosure; was independently developed by either Party without breach of this Agreement; or must be disclosed due to legal requirements, provided the affected Party, to the extent legally permissible, informs the other Party of the disclosure in a timely manner.
  6. No license and no warranty. Disclosure of Confidential Information grants no licence or rights in the disclosing Party's intellectual property. Confidential Information is provided "as is", with no warranty as to its accuracy or completeness.
  7. Intellectual property protection. All intellectual property of the disclosing Party remains its exclusive property. In particular, Zation's Services methodology and the Zation Platform as a whole — including its architecture, algorithms, optimization logic, data models, and know-how — are Zation's exclusive intellectual property. The receiving Party shall not copy, reproduce, reverse-engineer, decompile, or use them to develop competing products or services, and acquires no rights in them under this Agreement.
  8. Duration. This Agreement becomes effective upon signature and shall remain in effect indefinitely, unless the Parties mutually agree otherwise in writing. The confidentiality obligations survive the end of the collaboration for as long as the information remains confidential.
  9. Return or destruction of information. Upon termination of the collaboration, all Confidential Information shall be destroyed or returned upon written request by the disclosing Party.
  10. Liability and remedies. Each Party is liable to the other for damages arising from a breach of this Agreement. Because a breach may cause harm that cannot be adequately remedied by damages alone, the affected Party is also entitled to seek injunctive relief to stop or prevent the breach. The Parties may agree a contractual penalty per breach in writing; payment of a penalty does not release the breaching Party from its confidentiality obligations.
  11. No obligation to proceed. This Agreement does not oblige either Party to disclose any information or to enter into any further business relationship.
  12. Miscellaneous. Amendments and supplements require written form and the consent of both Parties. Neither Party may assign this Agreement without the other's written consent. If any provision is invalid, the remainder stays in force. This Agreement is the entire agreement between the Parties on its subject matter.
  13. Governing law and jurisdiction. This Agreement is governed by the laws of Switzerland; the place of jurisdiction is Zug.

Contact​

For questions about this agreement or to request a countersigned copy, contact info@zation.io.