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NDA For Intellectual Property
1. Parties: Identification of the disclosing and receiving parties, including their legal status and registered addresses
2. Background: Context of the disclosure, relationship between parties, and purpose of sharing IP-related confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Intellectual Property Rights', 'Permitted Purpose', 'Representatives', and other key terms
4. Scope of Confidential Information: Specific detailing of protected IP-related information, including patents, trade secrets, know-how, designs, and other intellectual property
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential IP information
6. Permitted Disclosures: Circumstances under which confidential IP information may be disclosed, including to employees, advisors, and authorities
7. Protection Measures: Specific security measures required to protect the confidential IP information
8. Intellectual Property Rights: Confirmation that IP rights remain with the disclosing party and conditions for any limited license to use
9. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential IP information upon termination or request
10. Term and Termination: Duration of the agreement and termination provisions
11. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
12. General Provisions: Standard provisions including governing law, jurisdiction, entire agreement, and amendments
1. Improvements and Derivative Works: Used when there's potential for improvements or derivatives of the IP to be created during the relationship
2. Regulatory Compliance: Added when specific regulatory requirements apply to the IP or its use
3. Export Control: Required when the IP might be subject to export control regulations
4. Data Protection: Included when the confidential IP information includes or relates to personal data
5. Non-Competition: Optional section when parties want to restrict competitive activities related to the IP
6. Publication Rights: Used in research or academic contexts where publication of results might be relevant
7. Reverse Engineering Prohibition: Added when there's a specific need to prohibit reverse engineering of products or technologies
8. Subcontractors: Included when either party may need to involve subcontractors who would have access to the IP
1. Schedule 1 - Description of Intellectual Property: Detailed description of the specific IP being protected under the agreement
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access the confidential IP information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling the IP
4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted uses of the confidential IP information
5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings to be signed by representatives or employees
6. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Agreement
Background IP
Confidential Information
Data Protection Laws
Derivatives
Disclosing Party
Effective Date
Employee
Intellectual Property Rights
Improvements
Know-How
Licensed Rights
Permitted Purpose
Personal Data
Pre-Existing IP
Professional Advisers
Receiving Party
Representatives
Residual Information
Security Requirements
Subsidiary
Technical Information
Term
Trade Secrets
Unauthorized Disclosure
Works
Intellectual Property Rights
Permitted Use
Information Security
Return or Destruction
Non-Disclosure
Data Protection
Trade Secrets Protection
Term and Termination
Permitted Disclosures
Breach and Remedies
Governing Law
Dispute Resolution
Assignment
Severability
Force Majeure
Entire Agreement
Representations and Warranties
Notice Requirements
Regulatory Compliance
Export Control
Amendments
Third Party Rights
Survival
Non-Competition
Jurisdiction
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