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Indemnity Confidentiality Agreement
"I need an Indemnity Confidentiality Agreement for a Swiss technology company sharing AI algorithms with a U.S.-based partner, with strong data protection provisions and specific indemnification for intellectual property breaches."
1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement, including 'Confidential Information', 'Permitted Purpose', and 'Indemnified Parties'
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Uses and Disclosures: Specified circumstances under which confidential information may be used or disclosed
6. Security Measures: Required security measures for protecting confidential information
7. Indemnification: Scope and extent of indemnification obligations, including covered losses and procedures
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
11. General Provisions: Standard contractual provisions including severability, amendments, and entire agreement
1. Data Protection Compliance: Specific provisions for compliance with Swiss data protection laws, required when personal data is involved
2. Third Party Rights: Provisions regarding rights of third parties, needed when confidential information of third parties is involved
3. Insurance Requirements: Specific insurance obligations related to the indemnification, used for high-value or high-risk agreements
4. Authorized Representatives: Designation of specific individuals authorized to handle confidential information, useful for complex organizations
5. Dispute Resolution: Alternative dispute resolution procedures, recommended for international agreements
6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term agreements
1. Schedule 1 - Categories of Confidential Information: Detailed listing and classification of confidential information covered by the agreement
2. Schedule 2 - Approved Security Measures: Specific technical and organizational security measures required for protecting confidential information
3. Schedule 3 - Authorized Recipients: List of individuals or entities authorized to receive confidential information
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for additional parties who may need access to confidential information
5. Appendix B - Data Processing Requirements: Specific requirements for processing personal data under Swiss law, if applicable
Authors
Disclosing Party
Receiving Party
Permitted Purpose
Authorized Representatives
Affiliate
Business Day
Confidentiality Period
Trade Secrets
Intellectual Property Rights
Loss
Claim
Indemnified Party
Indemnifying Party
Security Requirements
Personal Data
Representatives
Permitted Disclosees
Material Breach
Effective Date
Confidentiality Undertaking
Force Majeure Event
Group Company
Professional Advisers
Data Protection Laws
Technical Information
Commercial Information
Proprietary Information
Third Party Rights
Damages
Indemnification
Permitted Use
Information Security
Data Protection
Return of Information
Non-Disclosure
Term and Termination
Governing Law and Jurisdiction
Liability
Force Majeure
Intellectual Property
Representations and Warranties
Notice Requirements
Assignment
Third Party Rights
Severability
Entire Agreement
Amendment
Waiver
Counterparts
Survival
Dispute Resolution
Remedies
Compliance with Laws
Technology & Software
Financial Services
Healthcare & Pharmaceuticals
Manufacturing
Professional Services
Research & Development
Biotechnology
Engineering
Telecommunications
Energy & Utilities
Legal
Compliance
Risk Management
Executive Leadership
Information Security
Research & Development
Business Development
Operations
Finance
Information Technology
Procurement
Corporate Development
Chief Legal Officer
Legal Counsel
Compliance Officer
Risk Manager
Chief Executive Officer
Chief Technology Officer
Business Development Director
Project Manager
Research Director
Information Security Officer
Contract Manager
Chief Financial Officer
Operations Director
Innovation Manager
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