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Confidential NDA
"I need a Confidential NDA for a potential joint venture between my tech startup and a large manufacturing company, with specific provisions for protecting our software source code and engineering designs."
1. Parties: Identification and details of all parties entering into the NDA, including registered addresses and ACN/ABN numbers
2. Background: Context of the agreement, purpose of sharing confidential information, and nature of the business relationship
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
6. Security Measures: Required procedures and safeguards for protecting confidential information
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Section clarifying ownership and protection of IP rights when the confidential information includes intellectual property
2. Non-Solicitation: Additional provisions preventing solicitation of employees or customers, used when parties have access to sensitive relationship information
3. Publicity and Announcements: Requirements for public communications about the relationship, used for high-profile or sensitive business relationships
4. Data Privacy Compliance: Specific obligations regarding personal data protection, required when confidential information includes personal data
5. Competitive Activities: Restrictions on competitive activities, used when sharing commercially sensitive information
6. Export Control: Compliance with export control laws, needed when dealing with international parties or regulated technologies
7. Insurance Requirements: Obligations to maintain specific insurance coverage, used in high-risk or regulated industries
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information deemed confidential under the agreement
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures required for handling confidential information
4. Schedule 4 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used
5. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by representatives who will have access to confidential information
Authors
Permitted Purpose
Representatives
Disclosing Party
Receiving Party
Affiliate
Business Day
Confidentiality Undertaking
Effective Date
Personnel
Related Body Corporate
Security Requirements
Authorised Recipients
Intellectual Property Rights
Personal Information
Trade Secrets
Permitted Disclosures
Material
Prohibited Purpose
Confidentiality Period
Excluded Information
Force Majeure Event
Government Agency
Notice
Third Party
Proprietary Information
Non-Disclosure
Information Security
Permitted Use
Return of Information
Data Protection
Term and Termination
Breach and Remedies
Dispute Resolution
Governing Law
Notice
Assignment
Variation
Severability
Entire Agreement
Force Majeure
Counterparts
Costs
Survival
Third Party Rights
Waiver
Indemnification
Jurisdiction
Boilerplate
Technology
Healthcare
Financial Services
Manufacturing
Professional Services
Retail
Mining and Resources
Construction
Education
Research and Development
Biotechnology
Media and Entertainment
Telecommunications
Real Estate
Energy
Legal
Human Resources
Executive Leadership
Business Development
Research and Development
Operations
Finance
Information Technology
Procurement
Strategy
Corporate Development
Innovation
Product Development
Investment
Compliance
Chief Executive Officer
Legal Counsel
Business Development Manager
Project Manager
Human Resources Director
Chief Technology Officer
Investment Manager
Research Director
Operations Manager
Procurement Manager
Chief Financial Officer
Strategy Consultant
Innovation Manager
Product Manager
Venture Capital Associate
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