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Project NDA
"I need a Project NDA for a software development project between my tech company and an external contractor, with special provisions for source code protection and access restrictions for offshore developers, starting March 2025."
1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the project and purpose of the NDA, including the nature of the confidential information to be shared
3. Definitions: Key terms including 'Confidential Information', 'Project', 'Representatives', 'Permitted Purpose'
4. Scope of Confidentiality: Detailed description of what constitutes confidential information in the context of the specific project
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors
7. Security Measures: Required procedures and safeguards for protecting confidential information
8. Return or Destruction: Requirements for handling confidential information upon project completion or termination
9. Term and Survival: Duration of the agreement and which obligations survive termination
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Project Specific Requirements: Additional requirements specific to the nature of the project, used when there are unique handling or security needs
2. Third Party Disclosure: Specific provisions for sharing with third party contractors or service providers, included when third party involvement is anticipated
3. Intellectual Property Rights: Specific IP provisions, included when the project involves creation or sharing of IP
4. Data Privacy Compliance: Specific provisions for handling personal data, required when personal information is involved
5. Export Control: Provisions regarding international data transfer restrictions, needed for cross-border projects
6. Non-Solicitation: Restrictions on hiring or soliciting employees, included when there will be significant interaction between parties' personnel
7. Publicity: Restrictions on public announcements about the project or relationship, included for sensitive or high-profile projects
1. Schedule 1 - Project Description: Detailed description of the project scope and context
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures required for the project
4. Appendix A - Categories of Confidential Information: Detailed listing of types of confidential information covered
5. Appendix B - Approved Third Party Recipients: List of pre-approved third parties who may receive confidential information
Authors
Authorised Purpose
Authorised Recipients
Business Day
Business Hours
Commencement Date
Confidential Information
Disclosing Party
End Date
Excluded Information
Intellectual Property Rights
Notice
Personnel
Project
Project Materials
Project Scope
Project Period
Permitted Purpose
Receiving Party
Representatives
Related Body Corporate
Security Requirements
Services
Specified Purpose
Technical Information
Term
Third Party Recipients
Trade Secrets
Confidentiality Obligations
Data Protection Laws
Disclosure
Force Majeure Event
Loss
Personal Information
Privacy Laws
Security Breach
Subsidiary
Term and Termination
Project Scope
Information Security
Permitted Use
Permitted Disclosure
Return or Destruction of Information
Intellectual Property
Data Protection
Breach Notification
Exceptions to Confidentiality
Representatives and Personnel
Security Requirements
Survival of Obligations
Assignment and Novation
Governing Law
Dispute Resolution
Force Majeure
Notices
Third Party Rights
Severability
Entire Agreement
Variation
Costs
Counterparts
Technology
Construction
Manufacturing
Research & Development
Healthcare
Financial Services
Mining
Energy
Professional Services
Defense
Telecommunications
Biotechnology
Education
Infrastructure
Legal
Project Management Office
Research and Development
Information Technology
Procurement
Business Development
Operations
Risk and Compliance
Information Security
Executive Leadership
Innovation
Technical Services
Contract Administration
Project Manager
Chief Technology Officer
Legal Counsel
Business Development Manager
Research Director
Technical Lead
Product Manager
Contract Administrator
Innovation Manager
Chief Executive Officer
Operations Director
Procurement Manager
Risk Manager
Information Security Officer
Development Manager
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