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Non Disclosure And Intellectual Property Rights Agreement
"I need a Non-Disclosure and Intellectual Property Rights Agreement for my Australian software development company to use with freelance developers we'll be hiring in March 2025, with specific focus on protecting our source code and ensuring all developed IP belongs to our company."
1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including the relationship between the parties
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Confidentiality Obligations: Details the core obligations regarding confidential information, including use restrictions and protection requirements
5. Intellectual Property Rights: Establishes ownership, assignment, and/or licensing of intellectual property
6. Protection of Confidential Information: Specifies practical measures required to protect confidential information
7. Disclosure Requirements: Outlines circumstances where disclosure is permitted and required procedures
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Term and Termination: Specifies duration of obligations and circumstances for termination
10. Breach and Remedies: Outlines consequences of breach and available remedies
11. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Employment Relationship: Additional provisions specific to employer-employee relationships, including scope of duties and employment obligations
2. Moral Rights: Provisions dealing with moral rights in copyright works, particularly relevant for creative works
3. International Protection: Additional provisions for cross-border protection of IP and confidential information
4. License Grant: Terms of any license granted for existing IP
5. Development of New IP: Provisions specifically dealing with IP created during the relationship
6. Competition Restrictions: Non-compete and non-solicitation provisions (subject to reasonableness requirements)
7. Third Party Disclosure: Specific provisions regarding disclosure to contractors, advisers, or other third parties
8. Data Protection: Specific provisions regarding personal data handling and privacy compliance
1. Schedule 1 - Confidential Information: Detailed list or categories of information deemed confidential
2. Schedule 2 - Existing Intellectual Property: Inventory of pre-existing IP owned by each party
3. Schedule 3 - Security Procedures: Specific procedures and requirements for handling confidential information
4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive or handle confidential information
5. Schedule 5 - Approved Third Party Recipients: Pre-approved third parties who may receive confidential information
6. Appendix A - Confidentiality Acknowledgment Form: Form for third parties to acknowledge confidentiality obligations
7. Appendix B - IP Assignment Form: Template for documenting specific IP assignments under the agreement
Authors
Intellectual Property
Intellectual Property Rights
Background IP
Developed IP
Moral Rights
Authorized Purpose
Authorized Representatives
Business Day
Commencement Date
Disclosing Party
Receiving Party
Representatives
Permitted Disclosure
Trade Secrets
Know-How
Copyright Works
Inventions
Patent Rights
Registered Designs
Circuit Layout Rights
Trade Marks
Confidentiality Period
Disclosed Information
Related Body Corporate
Security Requirements
Proprietary Information
Technical Information
Commercial Information
Business Information
Personal Information
Third Party Recipients
Excluded Information
Derivative Works
Licensed Rights
Improvement
Intellectual Property License
Assignment
Effective Date
Term
Governing Law
Jurisdiction
Definitions
Confidentiality Obligations
Intellectual Property Ownership
IP Assignment
IP Licensing
Permitted Use
Protection of Confidential Information
Unauthorized Disclosure
Return of Confidential Information
Moral Rights
Warranties and Representations
Term and Termination
Survival of Obligations
Breach and Remedies
Injunctive Relief
Non-Competition
Non-Solicitation
Security Requirements
Third Party Disclosure
Notice Requirements
Force Majeure
Assignment and Novation
Governing Law
Dispute Resolution
Entire Agreement
Severability
Variation
Waiver
Costs
Further Assurance
Relationship of Parties
Technology
Healthcare
Biotechnology
Financial Services
Manufacturing
Research and Development
Professional Services
Software Development
Pharmaceuticals
Engineering
Media and Entertainment
Education
Telecommunications
Energy
Aerospace
Defence
Legal
Human Resources
Research and Development
Information Technology
Product Development
Engineering
Design
Innovation
Business Development
Executive Leadership
Professional Services
Scientific Research
Intellectual Property
Software Development
Chief Executive Officer
Chief Technology Officer
Research Scientist
Software Engineer
Product Manager
Legal Counsel
Human Resources Manager
Intellectual Property Manager
Business Development Manager
Project Manager
Design Engineer
Creative Director
Technical Consultant
Research Director
Innovation Manager
Systems Architect
Data Scientist
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