TEMPLATE — requires review by a Swiss-qualified lawyer before publication. This document is a working draft prepared for MINON NAN. It is not legal advice. Values in [square brackets] are placeholders that must be completed and verified before the agreement is signed. For manufacturers outside Switzerland (for example in China), counsel should consider a bilingual NNN (non-use, non-disclosure, non-circumvention) agreement enforceable in the manufacturer's jurisdiction.
Parties
[MINON NAN legal entity name, legal form], [street and number], [postcode] Zug, Switzerland, UID [CHE-xxx.xxx.xxx], represented by [name, function] ("MINON NAN")
and
[Partner name / company name], [address], [registration number, if any], represented by [name, function] ("Partner")
each a "Party" and together the "Parties".
Preamble
The Parties intend to discuss and/or carry out a cooperation concerning [affiliate promotion within the IAPRESALES / PARTNERS programme / supply of products / dropshipping / collaboration on a collection] (the "Purpose"). In this context, they will exchange confidential information. This Agreement sets out the terms on which that information is protected.
1. Confidential Information
1.1 "Confidential Information" means all information, in any form (oral, written, electronic, samples, prototypes), disclosed by one Party (the "Discloser") to the other (the "Recipient") in connection with the Purpose, whether before or after signature, including in particular: unreleased products, designs, patterns, materials and suppliers (for example WOOLUX compositions); launch dates, pre-order volumes, allocations and forecasts; prices, margins, commission conditions and costs; customer, partner and sales data; marketing plans and campaigns; technical information, source code, access credentials and data from the partner portal; and the existence and content of the discussions.
1.2 Information is not Confidential Information to the extent the Recipient can prove that it (a) was publicly available at the time of disclosure or becomes so without breach by the Recipient; (b) was lawfully known to the Recipient without confidentiality obligation before disclosure; (c) was lawfully received from a third party without confidentiality obligation; or (d) was developed independently without use of the Confidential Information.
2. Obligations of the Recipient
The Recipient shall:
- keep the Confidential Information strictly confidential and protect it with at least the same degree of care it applies to its own confidential information, but not less than reasonable care;
- use it exclusively for the Purpose;
- disclose it only to employees, officers, advisers and sub-contractors who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement; the Recipient is liable for their compliance;
- not copy, reverse-engineer or analyse samples or prototypes except as required for the Purpose;
- not publish, post on social media or otherwise announce unreleased products, campaigns or launch dates before MINON NAN's official release;
- notify the Discloser without delay of any unauthorised disclosure or loss.
3. Disclosure required by law
If the Recipient is required by law, a court or an authority to disclose Confidential Information, it shall — where legally permitted — inform the Discloser in advance, cooperate in seeking protective measures and disclose only the minimum required.
4. Non-circumvention
During the term of this Agreement and for [24] months thereafter, the Partner shall not, directly or indirectly, contact or conclude business with suppliers, manufacturers or business contacts introduced by MINON NAN (including its manufacturers) for the purpose of producing or distributing products identical or confusingly similar to MINON NAN products, without MINON NAN's prior written consent. (Note for counsel: check scope and enforceability under Swiss competition law and the law of the Partner's seat.)
5. Personal data
Where Confidential Information includes personal data, each Party complies with the Swiss nFADP and, where applicable, the GDPR. Personal data shall only be exchanged if necessary for the Purpose. If one Party processes personal data on behalf of the other, a separate data processing agreement shall be concluded.
6. Ownership; no licence
All Confidential Information remains the property of the Discloser. No licence or other right — in particular to trademarks (MINON NAN, RA MINONA, Wool Lux), designs, patents or copyrights — is granted except the limited right to use it for the Purpose. Confidential Information is provided "as is"; the Discloser gives no warranty as to its accuracy or completeness.
7. Return and destruction
Upon request of the Discloser, and in any event upon termination of the Purpose, the Recipient shall return or destroy all Confidential Information and confirm this in writing. Copies retained in automatic backups or as required by law may be kept, subject to continued confidentiality.
8. Term
This Agreement enters into force upon signature and applies for [three] years. The confidentiality obligations survive termination for [five] years; for trade secrets, for as long as the information remains a trade secret.
9. Contractual penalty and remedies
9.1 For each culpable breach of this Agreement, the Recipient shall pay MINON NAN a contractual penalty of [CHF 10,000], even where no damage is proven. Payment of the penalty does not release the Recipient from its obligations; claims for damages exceeding the penalty and injunctive relief remain reserved (art. 160 et seq. Swiss Code of Obligations). (Note for counsel: adjust amount; consider reciprocity and enforceability abroad.)
9.2 The Discloser may seek interim measures before any competent court.
10. Miscellaneous
10.1 This Agreement does not oblige either Party to disclose information or to conclude any further agreement.
10.2 Amendments must be in writing; this also applies to this clause. Electronic signatures (including qualified electronic signatures and acceptance through the partner portal with logging) satisfy the written form to the extent permitted by law.
10.3 Neither Party may assign this Agreement without the other's prior written consent.
10.4 If a provision is invalid, the remainder of the Agreement remains in force.
11. Governing law and jurisdiction
This Agreement is governed by Swiss law, excluding conflict-of-law rules and the CISG. Exclusive place of jurisdiction is [Zug, Switzerland]. [Alternative for foreign manufacturers: arbitration under the Swiss Rules of International Arbitration, seat Zug, language English.]
Signatures
MINON NAN — Place, date: [to be completed] — Name, function: [to be completed] — Signature: [to be completed]
Partner — Place, date: [to be completed] — Name, function: [to be completed] — Signature: [to be completed]
Version 2026-10-01 — template, not yet in force.