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Vendor Non Disclosure Agreement

Vendor Non Disclosure Agreement Template for Australia

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Key Requirements PROMPT example:

Vendor Non Disclosure Agreement

"I need a Vendor Non Disclosure Agreement for a software development vendor who will have access to our source code and customer data; the agreement needs to be particularly strong on data security requirements and include provisions for code repositories."

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Document background
The Vendor Non Disclosure Agreement is a crucial legal document used when businesses need to share sensitive or confidential information with their vendors or service providers in Australia. This agreement is essential for protecting proprietary information, trade secrets, customer data, and other confidential materials during vendor engagements or potential business relationships. It ensures compliance with Australian privacy laws, including the Privacy Act 1988 (Cth) where applicable, and establishes clear obligations for handling confidential information. The document is particularly relevant when engaging new vendors, during tender processes, or when existing vendors require access to sensitive business information.
Suggested Sections

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the vendor), including full legal names and addresses

2. Background: Context of the relationship and purpose of sharing confidential information

3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms

4. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law

6. Security Measures: Required measures for protecting and securing confidential information

7. Term and Survival: Duration of the agreement and survival of obligations after termination

8. Return or Destruction of Information: Requirements for handling confidential information upon termination or request

9. Breaches and Remedies: Consequences of breach and available remedies including injunctive relief

10. General Provisions: Standard boilerplate including governing law, jurisdiction, entire agreement, and variation

Optional Sections

1. Personal Data Protection: Additional provisions when confidential information includes personal data subject to privacy laws

2. Intellectual Property Rights: Specific provisions regarding IP ownership and rights when relevant to the vendor relationship

3. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the vendor relationship

4. Competition Restrictions: Any specific restrictions on competitive activities, if necessary

5. Audit Rights: Rights to audit vendor's compliance with confidentiality obligations, particularly for high-risk relationships

6. Insurance Requirements: Specific insurance requirements for vendors handling highly sensitive information

7. Data Breach Notification: Specific procedures for handling and reporting data breaches

8. Cross-Border Data Transfers: Provisions for international vendors transferring data across borders

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed description or categories of information considered confidential

2. Schedule 2 - Permitted Purpose: Detailed description of the permitted use of confidential information

3. Schedule 3 - Security Requirements: Specific security measures and protocols required

4. Schedule 4 - Authorized Representatives: List of authorized representatives who may access confidential information

5. Schedule 5 - Return/Destruction Certificate: Form of certificate confirming return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Confidential Information
Disclosing Party
Receiving Party
Representatives
Permitted Purpose
Permitted Disclosures
Agreement
Authorized Personnel
Business Day
Commencement Date
Confidentiality Obligations
Data Protection Laws
Disclosing Group
Personal Information
Security Requirements
Term
Third Party
Related Bodies Corporate
Affiliate
Intellectual Property Rights
Trade Secrets
Proprietary Information
Confidential Materials
Security Breach
Destruction Certificate
Force Majeure Event
Government Agency
Law
Notice
Privacy Laws
Services
Vendor Personnel
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Retail

Construction

Mining

Energy

Telecommunications

Education

Government

Defense

Agriculture

Transportation

Media and Entertainment

Relevant Teams

Legal

Procurement

Vendor Management

Information Security

Risk and Compliance

Operations

Information Technology

Finance

Supply Chain

Business Development

Project Management

Relevant Roles

Chief Legal Officer

General Counsel

Legal Counsel

Procurement Manager

Vendor Management Officer

Contract Manager

Chief Information Officer

Chief Technology Officer

Information Security Manager

Risk Manager

Compliance Officer

Operations Manager

Project Manager

Business Development Manager

Chief Financial Officer

Supply Chain Manager

Industries
Corporations Act 2001 (Cth): Governs corporate conduct and includes provisions about confidential information in business relationships and director duties regarding confidentiality
Privacy Act 1988 (Cth): Regulates the handling of personal information and includes the Australian Privacy Principles (APPs) which may be relevant if confidential information includes personal data
Competition and Consumer Act 2010 (Cth): Contains provisions about fair trading practices and misleading conduct in business relationships, including the Australian Consumer Law
Contract Law - Australian Common Law: Governs the formation and enforcement of contracts, including principles of confidentiality and breach of confidence
Electronic Transactions Act 1999 (Cth): Provides legal framework for electronic transactions and signatures, relevant for digital NDAs
Intellectual Property Laws: Including Patents Act 1990, Copyright Act 1968, and Trade Marks Act 1995, which may be relevant when confidential information includes IP
Trade Practices Act Provisions: Particularly sections dealing with confidentiality in business relationships and restrictive trade practices
Equitable Principles of Confidentiality: Common law principles establishing duties of confidence and remedies for breach of confidential information
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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