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Non Disclosure Agreement IT Services
1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, nature of the IT services relationship, and purpose of sharing confidential information
3. Definitions: Clear definitions of key terms including 'Confidential Information', 'IT Services', 'Authorized Personnel', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the IT services context, including technical data, source code, algorithms, and business processes
5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure requirements, and permitted uses of confidential information
6. Data Protection Compliance: Specific obligations regarding personal data handling under Danish Data Protection Act and GDPR
7. Security Measures: Required technical and organizational security measures for protecting confidential information
8. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
9. Breach and Remedies: Consequences of breach, available remedies, and indemnification provisions
10. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for dispute resolution
1. Return or Destruction of Information: Procedures for returning or destroying confidential information upon termination - optional if parties prefer to handle this in a separate document
2. IT Systems Access: Specific provisions regarding access to IT systems and infrastructure - needed when direct system access is provided
3. Subcontractors: Provisions governing disclosure to and obligations of subcontractors - required when subcontractors will be involved
4. Audit Rights: Rights to audit compliance with the NDA - useful for high-sensitivity information or regulatory requirements
5. Insurance Requirements: Specific insurance requirements for data protection - relevant for high-value or sensitive projects
6. Non-Solicitation: Restrictions on soliciting employees or clients - relevant when there's significant employee interaction
7. Survival Clause: Specification of which provisions survive termination - optional if covered in main termination clause
1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information covered by the agreement
2. Schedule 2 - Authorized Personnel: List of personnel authorized to access confidential information (can be updated periodically)
3. Schedule 3 - Security Protocols: Detailed technical and organizational security measures required for protecting confidential information
4. Schedule 4 - Data Processing Requirements: Specific requirements for processing personal data under GDPR and Danish law
5. Appendix A - Incident Response Plan: Procedures for handling and reporting security incidents or data breaches
Authors
Affiliate
Authorized Personnel
Authorized Purpose
Business Day
Confidential Information
Disclosing Party
Receiving Party
Representatives
IT Services
Personal Data
Trade Secrets
Technical Data
Source Code
Intellectual Property Rights
Security Breach
Security Requirements
System
Technical Documentation
Cloud Services
Service Provider
Client
Data Controller
Data Processor
Effective Date
Term
Force Majeure
Licensed Software
Infrastructure
Permitted Purpose
Project
Related Documentation
Proprietary Information
Software
Specifications
Third Party
Work Product
API
Access Credentials
Development Environment
Production Environment
Test Environment
User Data
Backup
Configuration
Network
Confidentiality Obligations
Permitted Use
Data Protection
Security Requirements
Information Handling
Return of Information
Term and Termination
Non-Disclosure
Protection Measures
Exceptions to Confidentiality
IT Systems Access
Intellectual Property
Personal Data Processing
Security Breach Notification
Audit Rights
Non-Solicitation
Subcontracting
Remedies
Indemnification
Governing Law
Jurisdiction
Force Majeure
Assignment
Severability
Entire Agreement
Amendments
Notices
Third Party Rights
Survival
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