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Design NDA
"I need a Design NDA to protect our new automotive prototype designs when sharing them with a manufacturer in Dubai; we'll be disclosing CAD files and physical prototypes starting March 2025, and need strong digital security provisions."
1. Parties: Identification of the disclosing party and receiving party, including full legal names, registration numbers, and registered addresses
2. Background: Context of the relationship between parties and purpose of sharing design information
3. Definitions: Key terms including 'Confidential Information', 'Design Materials', 'Intellectual Property Rights', 'Permitted Purpose', and 'Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential design information, including drawings, specifications, prototypes, and digital files
5. Obligations of Confidentiality: Core confidentiality obligations, security measures, and standards of care required
6. Permitted Use and Disclosure: Specifically defined purposes for which the design information can be used and circumstances under which disclosure is permitted
7. Protection of Design Materials: Specific measures required for protecting physical and digital design materials
8. Return or Destruction of Confidential Information: Procedures for returning or destroying design materials upon request or termination
9. Intellectual Property Rights: Confirmation that all IP rights remain with the disclosing party and no rights are transferred
10. Term and Survival: Duration of the agreement and which obligations survive termination
11. Breach and Remedies: Consequences of breach and available remedies under UAE law
12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Digital Security Measures: Specific requirements for digital security when design information is stored or transmitted electronically - include when dealing with digital designs or CAD files
2. Third Party Disclosure: Procedures for sharing with necessary third parties like manufacturers or contractors - include when third-party involvement is anticipated
3. Reverse Engineering Prohibition: Specific prohibition on reverse engineering of design elements - include for complex technical designs
4. Export Control: Compliance with export control regulations - include when designs might have international use or transfer
5. Non-Solicitation: Prohibition on soliciting employees involved in the design process - include when sharing detailed technical knowledge
6. Insurance Requirements: Requirements for insurance coverage - include for high-value designs
7. Marking Requirements: Specific requirements for marking confidential design materials - include for physical prototypes or samples
1. Schedule 1 - Specified Design Materials: Detailed list of specific design materials covered by the agreement
2. Schedule 2 - Security Protocols: Specific security measures required for different types of design information
3. Schedule 3 - Authorized Representatives: List of authorized personnel who may access the design information
4. Schedule 4 - Approved Third Parties: Pre-approved third parties who may receive the design information if applicable
5. Appendix A - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
6. Appendix B - Confidentiality Undertaking: Template undertaking for employees or third parties who will access the information
Authors
Design Materials
Permitted Purpose
Representatives
Intellectual Property Rights
Design Specifications
Technical Data
Prototypes
Digital Assets
Design Documentation
Authorized Recipients
Disclosing Party
Receiving Party
Affiliate
Design Rights
Proprietary Information
Trade Secrets
Design Tools
Manufacturing Specifications
Sample Products
Working Files
Source Files
Original Works
Derivative Works
Conceptual Designs
Technical Drawings
Digital Models
Confidential Know-How
Design Process
Security Requirements
Permitted Copies
Test Results
Design Standards
Commercial Purpose
Evaluation Period
Residual Information
Return Date
Security Breach
Unauthorized Access
Confidentiality Period
Intellectual Property Rights
Use Restrictions
Information Protection
Return of Materials
Term and Termination
Design Protection
Permitted Disclosure
Security Measures
Data Protection
Non-Competition
Non-Solicitation
Governing Law
Dispute Resolution
Force Majeure
Assignment
Third Party Rights
Severability
Entire Agreement
Notices
Amendments
Representation and Warranties
Indemnification
Breach Remedies
Survival
Digital Security
Export Control
Marking Requirements
Manufacturing
Industrial Design
Architecture
Fashion and Luxury
Technology
Automotive
Aerospace
Consumer Products
Interior Design
Electronics
Construction
Product Development
Furniture Design
Medical Devices
Packaging Design
Legal
Design
Research and Development
Engineering
Product Development
Innovation
Manufacturing
Quality Assurance
Technical Operations
Intellectual Property
Production
Project Management
Creative Services
Industrial Design
Industrial Designer
Product Manager
Design Director
Chief Design Officer
Research & Development Manager
Engineering Manager
Creative Director
Technical Director
Project Manager
Design Engineer
Manufacturing Engineer
Prototype Developer
Design Consultant
Innovation Manager
Chief Technology Officer
Design Patent Attorney
Production Manager
Quality Assurance Manager
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