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Generic Non Disclosure Agreement
1. Parties: Identification of the disclosing and receiving parties, including full legal names, company registration numbers (CVR), and registered addresses
2. Background: Context of the agreement, including the purpose of sharing confidential information and the nature of the business relationship
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Representatives', and 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement
7. Security Measures: Required measures for protecting and securing confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration and Termination: Term of the agreement and survival of obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement clause
1. Data Protection Compliance: Required when confidential information includes personal data, addressing GDPR compliance and data processing obligations
2. Employee and Consultant Obligations: Needed when the receiving party will share information with employees or consultants, detailing their obligations
3. Intellectual Property Rights: Include when confidential information involves IP rights or when development work is contemplated
4. Non-Solicitation: Optional restriction on soliciting employees or customers, if relevant to the business relationship
5. Publicity and Announcements: Include when parties want to control public statements about their relationship
6. Competition Law Compliance: Required when parties are competitors or when information sharing could have competition law implications
7. Export Control: Include when confidential information may be subject to export control regulations
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Approved Third Party Recipients: If applicable, list of pre-approved third parties who may receive confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for employees or third parties who will access confidential information
Authors
Definitions
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Security Measures
Data Protection
Return or Destruction of Information
Duration and Survival
Intellectual Property
Non-Competition
Non-Solicitation
Breach and Remedies
Indemnification
Force Majeure
Assignment
Notices
Severability
Waiver
Amendment
Third Party Rights
Entire Agreement
Governing Law
Jurisdiction
Counterparts
Announcements
Costs
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