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NDA For Subcontractors
"I need an NDA for Subcontractors for my software development company based in Sydney, specifically to protect our source code and client data when working with offshore development contractors in India and Philippines starting March 2025."
1. Parties: Identifies the disclosing party (typically the main contractor or principal), and the receiving party (the subcontractor)
2. Background: Explains the context of the subcontractor relationship and the need for confidentiality
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Permitted Recipients', and 'Trade Secrets'
4. Scope of Confidential Information: Clearly identifies what information is considered confidential under the agreement
5. Confidentiality Obligations: Core obligations regarding use, disclosure, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors
7. Security Measures: Required measures to protect confidential information from unauthorized access or disclosure
8. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information upon request or termination
9. Duration and Survival: Term of the agreement and which obligations survive 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: Include when the subcontractor may create or modify IP while accessing confidential information
2. Data Protection and Privacy: Include when personal or sensitive data will be handled, especially if subject to Privacy Act requirements
3. International Transfers: Include when confidential information may be transferred outside Australia
4. Industry-Specific Compliance: Include when specific industry regulations govern information handling (e.g., healthcare, financial services)
5. Non-Competition: Include when there's a need to restrict the subcontractor from competing activities
6. Non-Solicitation: Include when there's a need to prevent poaching of employees or clients
7. Insurance Requirements: Include when specific insurance coverage is required for handling sensitive information
8. Audit Rights: Include when the disclosing party needs rights to audit compliance with security measures
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Approved Security Protocols: Specific security measures and protocols required for protecting confidential information
3. Schedule 3 - Permitted Recipients: List of individuals or roles authorized to access confidential information
4. Schedule 4 - Project Scope: Description of the project or work for which confidential information is being disclosed
5. Appendix A - Form of Confidentiality Undertaking: Template undertaking to be signed by employees or representatives of the subcontractor
Authors
Permitted Purpose
Permitted Recipients
Trade Secrets
Disclosing Party
Receiving Party
Representatives
Intellectual Property Rights
Personal Information
Agreement
Business Day
Commencement Date
Confidentiality Undertaking
Subcontractor Services
Project
Security Requirements
Authorised Disclosure
Data Breach
Principal Contractor
Related Body Corporate
Sensitive Information
Term
Third Party
Unauthorised Disclosure
Working Hours
Proprietary Information
Material
Deliverables
Premises
Contract Material
Non-Disclosure
Data Protection
Information Security
Permitted Use
Return of Information
Intellectual Property
Privacy
Breach Notification
Duration and Survival
Indemnification
Dispute Resolution
Governing Law
Severability
Assignment
Termination
Enforcement
Warranties and Representations
Remedies
Force Majeure
Entire Agreement
Amendment
Notices
Counterparts
Third Party Rights
Costs
Compliance with Laws
Audit Rights
Non-Solicitation
Non-Competition
Construction
Information Technology
Professional Services
Mining
Engineering
Healthcare
Manufacturing
Telecommunications
Financial Services
Defense
Energy
Infrastructure
Consulting
Legal
Procurement
Operations
Information Technology
Risk and Compliance
Human Resources
Project Management Office
Supply Chain
Executive Leadership
Business Development
Information Security
Vendor Management
Project Manager
Legal Counsel
Procurement Manager
Contract Administrator
Operations Manager
Chief Information Officer
Risk Manager
Compliance Officer
Human Resources Manager
Business Development Manager
Chief Technology Officer
Program Director
Supply Chain Manager
General Counsel
Chief Executive Officer
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