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Non Disclosure Agreement For Consultants
"I need a Non Disclosure Agreement For Consultants under German law for an IT security consultant who will be accessing our source code and customer data during a 6-month project starting March 2025, with strict technical security requirements and audit rights."
1. Parties: Identification of the disclosing party (company) and receiving party (consultant), including full legal names and addresses
2. Background: Context of the consulting relationship and purpose of the NDA
3. Definitions: Definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Affiliated Companies'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information and explicit exclusions
5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to authorities or as required by law
7. Data Protection: GDPR/BDSG compliance provisions regarding personal data processing
8. Security Measures: Required technical and organizational measures to protect confidential information
9. Term and Survival: Duration of the agreement and survival of obligations post-termination
10. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination
11. Remedies: Legal remedies including injunctive relief and contractual penalties (Vertragsstrafe)
12. General Provisions: Standard clauses including governing law, jurisdiction, and severability
1. Intellectual Property Rights: Additional provisions regarding IP ownership and licenses - include when consultant may create or work with IP
2. Non-Competition: Restrictions on competitive activities - include only if specifically needed and ensuring compliance with German competition law
3. Subcontractors: Rules for sharing confidential information with subcontractors - include if consultant may use subcontractors
4. Audit Rights: Right to audit consultant's compliance - include for high-sensitivity information
5. Insurance Requirements: Professional liability insurance requirements - include for high-risk engagements
6. Export Control: Export control compliance - include if dealing with regulated technology or international transfers
1. Schedule 1 - Scope of Consulting Services: Detailed description of consulting services to provide context for confidentiality obligations
2. Schedule 2 - Specific Categories of Confidential Information: Detailed list of specific confidential information types covered
3. Schedule 3 - Security Measures: Detailed technical and organizational measures required for protecting confidential information
4. Schedule 4 - Authorized Representatives: List of authorized personnel who may access confidential information
5. Schedule 5 - Data Processing Terms: Detailed GDPR-compliant data processing terms if personal data processing is involved
Authors
Agreement
Authorized Personnel
Confidential Information
Consulting Services
Disclosing Party
Effective Date
Group Companies
Information Security Incident
Intellectual Property Rights
Personal Data
Permitted Purpose
Receiving Party
Representatives
Security Measures
Subcontractor
Term
Trade Secret
Technical Information
Business Information
Proprietary Information
Commercial Information
Know-How
Project
Confidentiality Period
Data Protection Laws
Derivative Materials
Residual Information
Controlled Access
Third Party
Trade Secrets Protection
Data Protection
Permitted Use
Permitted Disclosure
Information Security
Document Return
Document Destruction
Term and Termination
Survival
Remedies
Contractual Penalties
Audit Rights
Notice
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Amendments
Third Party Rights
Force Majeure
Waiver
Counterparts
Language
Non-Solicitation
Non-Competition
Intellectual Property
Compliance with Laws
Representation and Warranties
Information Technology
Management Consulting
Financial Services
Healthcare
Manufacturing
Automotive
Telecommunications
Energy
Professional Services
Research & Development
Pharmaceuticals
Engineering
Retail
Digital Services
Education
Legal Services
Legal
Human Resources
Procurement
Information Technology
Finance
Research & Development
Operations
Business Development
Strategy
Innovation
Compliance
Risk Management
Project Management Office
Digital Transformation
Corporate Development
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Project Manager
HR Director
Procurement Manager
Legal Counsel
Business Development Manager
IT Consultant
Management Consultant
Strategy Consultant
Technical Consultant
Financial Advisor
Business Analyst
Department Head
Operations Manager
Research Director
Innovation Manager
Digital Transformation Lead
Compliance Officer
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