/Docs//S/Index/ContractCollaboration.md
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NDA Simplification
  1. Basic principles for Swiss contract simplification
    1. Simple language is usually better than codified terms of art.
    2. Eliminate redundancies.
    3. Have the Swiss Code of Obligations regulate as much as possible.
    4. Foster trust between the parties by not covering every eventuality and not being assuming the other party means harm. If we cover 98% of all risks and therefore create mutual trust, it’s a risk worth taking.
    5. Use variable names in the text. No values should be in the text, ever.
    6. Put the values where they are easily seen. This could be on the side, at the bottom of each page, or at the beginning or end of the document. The values could be repeated for easier reading (for example, in a summary).
    7. Occasionally, it helps to repeat something to make it simpler.
    8. Break traditions. Simplify.
  2. Remarks concerning specific terms traditionally included in an NDA which are shortened / omitted in this version
    1. Confidential information
      Confidential information will be all information learned of or generated as part of the interaction which is not public. This is default language. It includes any relevant information created before the agreement and learned of as part of the business relationship as well as information generated with the specific purpose of the business relationship. Information that will be learned through other legitimate means will not be part of this NDA. This is a business decision to foster trust. We therefore didn’t include it.
    2. Severability
      We didn’t see a relevant use case for an NDA where a part of the agreement were to be nullified by a court and another part of the agreement were to simultaneously exist further onwards. If the agreement or part of it were to be nullified, no party shall be bound. Therefore, no Severability clause is included.
    3. Limitation of Liability
      By law (Swiss CO), we and the other party are liable for any damages arising due to a breach of the NDA, if the breach was intentful or negligent. We omitted the traditional „limitation of liability to the extent permitted by law“ (solely liable for intent and gross negligence) as a business decision, to further trust.
    4. Indemnification
      In order to further trust between the parties, we omitted an idemnification clause, as this oftentimes comes across as overly mistrustful.
  3. Modular setup
    If the two parties don’t trust each other, they can include further clauses and modules to ensure all business and legal risks are considered.