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NDA For Intellectual Property
"I need an NDA for Intellectual Property to protect our AI software technology and algorithm designs when sharing them with potential investors during our Series B funding round in March 2025; the document should be especially strong on protecting source code and machine learning models."
1. Parties: Identification of the disclosing and receiving parties, including ABN/ACN and registered addresses
2. Background: Context of the relationship and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Intellectual Property Rights', 'Permitted Purpose', and other key terms
4. Disclosure of Confidential Information: Terms governing how confidential information will be disclosed and marked
5. Protection of Confidential Information: Obligations to maintain secrecy and security measures required
6. Permitted Use: Specific allowed uses of the confidential information and IP
7. Prohibited Activities: Specific restrictions including no reverse engineering, decompiling, or unauthorized reproduction
8. Return or Destruction of Information: Requirements for handling confidential information upon termination or request
9. Intellectual Property Rights: Ownership and rights related to existing IP and any improvements or derivatives
10. Term and Termination: Duration of the agreement and termination provisions
11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
12. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
1. Representatives and Third Parties: Used when confidential information needs to be shared with employees, advisors, or other third parties
2. Exclusions from Confidentiality: Used when specific categories of information need to be excluded from confidentiality obligations
3. Information Security Requirements: Used when specific security protocols or standards must be followed
4. Residual Knowledge: Used when allowing for the use of retained general knowledge
5. Competition and Non-Solicitation: Used when additional competitive restrictions are needed
6. Export Control: Used when the IP or confidential information may be subject to export control laws
7. Data Privacy Compliance: Used when confidential information includes personal data
8. Escrow Arrangements: Used when source code or other sensitive IP requires escrow protection
1. Schedule 1 - Description of Confidential Information: Detailed list and description of specific confidential information covered
2. Schedule 2 - Specified Intellectual Property: Detailed description of specific IP being disclosed or protected
3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
4. Schedule 4 - Security Protocols: Specific security measures and protocols to be followed
5. Appendix A - Confidentiality Acknowledgment Form: Form for representatives or third parties to sign acknowledging confidentiality obligations
Authors
Intellectual Property Rights
Permitted Purpose
Disclosing Party
Receiving Party
Representatives
Trade Secrets
Proprietary Information
Technical Information
Know-How
Improvements
Derivative Works
Disclosed Materials
Confidentiality Period
Permitted Disclosees
Business Purpose
Authorised Recipients
Security Requirements
Residual Information
Related Bodies Corporate
Secure Storage System
Compliance Requirements
Excluded Information
Personal Information
Proprietary Rights
Confidentiality Obligations
Electronic Form
Source Code
Technical Documentation
Commercial Information
Material Form
Background IP
Developed IP
Third Party IP
Associated Rights
Moral Rights
Invention
Commencement Date
Termination Date
Permitted Use
Security Breach
Transmission Method
Secure Communication
Intellectual Property Owner
Confidentiality Undertaking
Interpretation
Confidentiality Obligations
Intellectual Property Rights
Permitted Use
Information Security
Non-Disclosure
Data Protection
Return of Information
Breach and Remedies
Term and Termination
Representatives and Third Parties
Non-Competition
Non-Solicitation
Governing Law
Dispute Resolution
Assignment
Severability
Entire Agreement
Notices
Force Majeure
Warranties
Indemnification
Jurisdiction
Amendment
Waiver
Survival
Third Party Rights
Counterparts
Electronic Execution
Technology
Biotechnology
Pharmaceuticals
Manufacturing
Research & Development
Software Development
Industrial Design
Creative Industries
Healthcare
Engineering
Aerospace
Automotive
Media & Entertainment
Professional Services
Education
Legal
Research & Development
Product Development
Innovation
Intellectual Property
Engineering
Design
Technology
Compliance
Business Development
Scientific Operations
Corporate Strategy
Information Security
Technical Operations
Project Management
Chief Technology Officer
Research Director
Intellectual Property Lawyer
Innovation Manager
Product Development Manager
R&D Engineer
Software Architect
Patent Attorney
Legal Counsel
Business Development Director
Chief Scientific Officer
Design Director
Technical Project Manager
Compliance Officer
Technology Transfer Manager
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