Non Disclosure Agreement IT Services Template for Denmark

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Non Disclosure Agreement IT Services

Document background
This Non-Disclosure Agreement IT Services template is specifically designed for use in Denmark when establishing confidentiality obligations in IT service relationships. It should be used whenever parties need to protect sensitive technical, business, or personal information in the context of IT service provision, development, or consultation. The document incorporates requirements from Danish law, including the Danish Data Protection Act and Trade Secrets Act, while also ensuring compliance with EU GDPR requirements. This template is particularly relevant for situations involving software development, system integration, IT consulting, cloud services, or any technical services where confidential information needs to be shared between parties. The agreement includes comprehensive provisions for protecting various types of IT-related confidential information, from source code and technical specifications to business processes and personal data.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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