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Indemnity Confidentiality Agreement

Indemnity Confidentiality Agreement Template for Australia

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Key Requirements PROMPT example:

Indemnity Confidentiality Agreement

"I need an Indemnity Confidentiality Agreement for a potential joint venture with a technology company, where we'll be sharing sensitive software source code and customer data; the agreement needs to include strong technical security requirements and specific indemnification provisions for data breaches."

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Document background
The Indemnity Confidentiality Agreement is essential for business relationships where sensitive information needs to be shared with enhanced protection through specific indemnification provisions. This document is particularly relevant in the Australian business context where parties need to exchange confidential information while ensuring robust legal protection against unauthorized disclosure or misuse. It is commonly used in scenarios involving business negotiations, joint ventures, service provider relationships, or any situation where valuable proprietary information needs to be shared. The agreement complies with Australian privacy laws, contract law principles, and includes specific indemnification clauses that protect the disclosing party by requiring the receiving party to compensate for any losses resulting from confidentiality breaches. This type of agreement is especially important in high-stakes business transactions or when sharing highly sensitive technical, commercial, or proprietary information.
Suggested Sections

1. Parties: Identifies and defines the parties entering into the agreement, including their legal names, addresses, and any defined terms for referring to them

2. Background: Sets out the context and purpose of the agreement, including the nature of the confidential information to be shared

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Permitted Purpose', 'Representatives', etc.

4. Confidentiality Obligations: Details the core obligations regarding confidential information, including use restrictions, security measures, and non-disclosure requirements

5. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed, including to representatives and as required by law

6. Indemnification: Sets out the indemnification obligations, including scope, procedures, and limitations

7. Term and Termination: Specifies the duration of the agreement and circumstances for termination

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Security Measures: Detailed requirements for specific security measures when handling confidential information, particularly relevant for agreements involving sensitive technical or digital information

2. Intellectual Property Rights: Specific provisions regarding IP ownership and rights, necessary when confidential information includes IP

3. Non-Solicitation: Restrictions on soliciting employees or customers, relevant when parties have access to sensitive relationship information

4. Insurance Requirements: Specific insurance obligations related to the indemnification provisions, important for high-value or high-risk arrangements

5. Dispute Resolution: Detailed procedures for resolving disputes, including mediation or arbitration, useful for international agreements or high-value relationships

6. Data Privacy Compliance: Specific obligations regarding personal data handling, necessary when confidential information includes personal data

7. Force Majeure: Provisions for unforeseen circumstances affecting compliance, particularly relevant in long-term arrangements

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered 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 technical or procedural requirements for handling confidential information

4. Schedule 4 - Indemnification Procedures: Detailed procedures for making and responding to indemnification claims

5. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by representatives who will have access to confidential information

6. Appendix B - Information Security Standards: Technical standards and requirements for information security measures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Authorized Purpose
Authorized Representatives
Business Day
Claim
Commencement Date
Confidential Information
Disclosing Party
Effective Date
Excluded Information
Force Majeure Event
Governmental Authority
Indemnified Parties
Indemnifying Party
Intellectual Property Rights
Loss
Notice
Permitted Disclosures
Personal Information
Personnel
Receiving Party
Related Body Corporate
Representatives
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
Relevant Industries

Technology & Software

Financial Services

Healthcare & Pharmaceuticals

Manufacturing

Professional Services

Research & Development

Energy & Resources

Defense & Security

Telecommunications

Biotechnology

Aerospace

Consulting

Relevant Teams

Legal

Compliance

Executive Leadership

Information Security

Risk Management

Corporate Development

Research & Development

Procurement

Business Development

Information Technology

Operations

Finance

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Counsel

Compliance Officer

Chief Financial Officer

Chief Technology Officer

Chief Information Officer

Business Development Manager

Project Manager

Research Director

Head of Innovation

Procurement Manager

Contract Manager

Risk Manager

Information Security Officer

Corporate Secretary

Operations Director

Industries
Privacy Act 1988 (Cth): Federal legislation governing the handling of personal information by organizations, including collection, use, storage and disclosure of personal information
Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010): Ensures that confidentiality and indemnity provisions are fair and do not contain unfair contract terms, particularly important for standard form contracts
Corporations Act 2001 (Cth): Relevant for corporate governance requirements and directors' duties when entering into confidentiality agreements
Common Law of Contract: Governs the formation and enforcement of contracts, including principles of consideration, intention to create legal relations, and capacity
Electronic Transactions Act 1999 (Cth): Relevant for electronic execution and storage of confidentiality agreements
Fair Work Act 2009 (Cth): Important if the confidentiality agreement involves employees or workplace relations
Trade Secrets Common Law Protection: Common law principles protecting confidential information and trade secrets
Copyright Act 1968 (Cth): Relevant when confidential information includes copyrightable material
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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