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Non Disclosure Deed
"I need an Australian Non-Disclosure Deed for a technology partnership between my software company and a potential AI development partner, with specific provisions for source code protection and data handling requirements for a project starting January 2025."
1. Parties: Identifies and defines all parties to the deed, including full legal names and addresses
2. Background: Sets out the context and purpose of the deed, including the nature of the relationship between the parties
3. Definitions and Interpretation: Defines key terms used throughout the deed and establishes interpretation principles
4. Confidential Information: Clearly defines what constitutes confidential information under the deed
5. Confidentiality Obligations: Details the core obligations regarding handling and protecting confidential information
6. Permitted Use and Disclosure: Specifies allowed uses of confidential information and circumstances for permitted disclosure
7. Security Measures: Outlines required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon request or termination
9. Term and Survival: Specifies the duration of the deed and which obligations survive termination
10. Breach and Remedies: Outlines consequences of breach and available remedies
11. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
12. Execution: Formal execution block meeting deed requirements under Australian law
1. Intellectual Property Rights: Required when confidential information includes IP that needs specific protection provisions
2. Third Party Disclosure: Used when there's a need to regulate disclosure to specific third parties like advisors or contractors
3. Data Protection and Privacy: Required when confidential information includes personal data subject to privacy laws
4. Competition Law Compliance: Needed when parties are competitors or information sharing could raise competition law issues
5. International Transfer of Information: Required when confidential information may be transferred across borders
6. Specific Industry Regulations: Added when the information is subject to specific industry regulatory requirements
7. Insurance Requirements: Used when specific insurance coverage is required for handling confidential information
8. Mutual vs One-Way Obligations: Alternative clauses depending on whether confidentiality obligations are mutual or one-way
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information deemed confidential under the deed
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for different types of confidential information
4. Schedule 4 - Approved Purpose: Detailed description of the specific purposes for which confidential information may be used
5. Schedule 5 - Special Handling Requirements: Any special requirements for handling particular types of confidential information
Authors
Authorized Purpose
Authorized Recipients
Business Day
Business Hours
Confidential Information
Disclosing Party
Effective Date
Excluded Information
Government Agency
Group
Intellectual Property Rights
Loss
Notice
Permitted Disclosure
Personal Information
Personnel
Receiving Party
Related Body Corporate
Representatives
Security Requirements
Specified Purpose
Subsidiary
Term
Third Party Information
Trade Secrets
Unauthorized Disclosure
Information Protection
Permitted Use
Disclosure Restrictions
Security Measures
Return of Information
Destruction of Information
Breach Notification
Remedies
Injunctive Relief
Term and Termination
Survival
Intellectual Property
Privacy Protection
Data Security
Authorized Recipients
Third Party Disclosure
Exceptions to Confidentiality
Required Disclosures
Notice Requirements
Warranties
Indemnification
Governing Law
Jurisdiction
Dispute Resolution
Assignment
Severability
Entire Agreement
Amendment
Counterparts
Electronic Execution
Force Majeure
Costs
Notices
Further Assurance
Technology
Healthcare
Financial Services
Manufacturing
Professional Services
Research & Development
Mining & Resources
Education
Telecommunications
Biotechnology
Defence
Retail
Media & Entertainment
Real Estate
Energy
Legal
Compliance
Executive Leadership
Business Development
Research & Development
Information Technology
Human Resources
Finance
Procurement
Risk Management
Intellectual Property
Operations
Commercial
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Compliance Officer
Business Development Manager
Research Director
Project Manager
Chief Technology Officer
Human Resources Director
Chief Financial Officer
Procurement Manager
Intellectual Property Manager
Risk Manager
Operations Director
Commercial Manager
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