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Mutual NDA Language
"I need a Mutual NDA Language document for a technology partnership between our Australian software company and a US-based AI firm, with specific provisions for source code protection and data privacy compliance, targeted for implementation by March 2025."
1. Parties: Identification of all parties entering into the NDA, including registered addresses and ACN/ABN
2. Background: Context of the agreement, purpose of sharing confidential information, and nature of the proposed business relationship
3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose', and other crucial terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core mutual obligations regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
7. Security Measures: Required procedures and safeguards for protecting confidential information
8. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Section clarifying that the agreement doesn't transfer any IP rights, used when confidential information includes IP-sensitive material
2. Data Privacy Compliance: Specific obligations regarding personal information under the Privacy Act, used when confidential information includes personal data
3. Competition Law Compliance: Provisions ensuring the agreement complies with competition laws, used when parties are competitors
4. International Transfer of Information: Provisions governing cross-border transfer of information, used when parties are in different countries
5. Publicity and Announcements: Restrictions on public announcements about the relationship, used in high-profile or sensitive relationships
6. Insurance Requirements: Obligations to maintain specific insurance coverage, used in high-risk or regulated industries
7. Representative Obligations: Detailed provisions about representatives' obligations, used when extensive third-party access is anticipated
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures required for handling confidential information
4. Schedule 4 - Permitted Purpose Details: Detailed description of the specific purposes for which confidential information may be used
5. Appendix A - Notice Requirements: Contact details and procedures for giving notices under the agreement
Authors
Disclosing Party
Receiving Party
Representatives
Permitted Purpose
Authorised Disclosure
Business Day
Commencement Date
Confidentiality Obligation
Personal Information
Related Body Corporate
Security Breach
Term
Third Party
Affiliate
Agreement
Intellectual Property Rights
Notice
Permitted Recipients
Trade Secrets
Excluded Information
Security Requirements
Compliance Laws
Data Protection Laws
Force Majeure Event
Non-Disclosure
Information Security
Data Protection
Permitted Use
Return of Information
Breach Notification
Term and Termination
Remedies
Indemnification
Governing Law
Dispute Resolution
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Notices
Third Party Rights
Counterparts
Survival
Warranties
Privacy Compliance
Intellectual Property
Competition Law Compliance
Technology
Healthcare
Financial Services
Professional Services
Manufacturing
Research & Development
Biotechnology
Real Estate
Mining & Resources
Retail
Education
Telecommunications
Media & Entertainment
Construction
Energy
Legal
Executive Leadership
Business Development
Research & Development
Human Resources
Information Technology
Finance
Operations
Procurement
Risk & Compliance
Corporate Development
Strategy
Innovation
Commercial
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Commercial Director
Research Director
Project Manager
Chief Technology Officer
Chief Financial Officer
Operations Manager
Human Resources Director
Procurement Manager
Investment Manager
Strategy Director
Partnership Manager
Innovation Manager
Compliance Officer
Risk Manager
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