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Technology NDA
"I need a Technology NDA to protect our proprietary software code and technical specifications when sharing them with a potential development partner in India, with specific provisions for source code protection and data security requirements."
1. Parties: Identification of the parties entering into the NDA, including registered addresses and company numbers
2. Background: Context of the agreement and purpose for sharing confidential information
3. Definitions: Key terms used in the agreement, particularly 'Confidential Information', 'Purpose', and 'Representatives'
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information
5. Permitted Use: Scope of allowed use of confidential information
6. Term and Survival: Duration of the agreement and provisions that continue after termination
7. Return or Destruction of Information: Obligations regarding confidential information upon termination
8. Governing Law and Jurisdiction: Specification of English and Welsh law and courts' jurisdiction
1. Data Protection: Additional provisions for GDPR compliance when personal data may be shared
2. Securities Law Compliance: Provisions for insider trading prevention when parties are public companies
3. Export Control: Provisions for technology export restriction compliance when relevant
4. Source Code Protection: Special provisions for protection of software source code when applicable
1. Description of Confidential Information: Detailed list or categories of confidential information covered
2. Authorized Representatives: List of individuals authorized to receive confidential information
3. Security Requirements: Specific technical or physical security measures required
4. Data Processing Terms: Detailed data protection provisions if required under GDPR
Authors
Confidential Information
Business Purpose
Permitted Purpose
Disclosing Party
Receiving Party
Representatives
Technical Information
Source Code
Intellectual Property Rights
Trade Secrets
Technical Specifications
Development Materials
Proprietary Information
Affiliates
Business Day
Effective Date
Term
Personal Data
Technical Documentation
API Documentation
Software
Technology
Data Protection Laws
Security Requirements
Authorized Recipients
Derivative Works
Residual Information
Group
Material Breach
Permitted Use
Protection of Information
Return or Destruction of Information
Intellectual Property Rights
Data Protection
Security Requirements
Non-Disclosure
Exceptions to Confidentiality
Term and Termination
Breach and Remedies
Injunctive Relief
Notice Requirements
Assignment and Transfer
Third Party Rights
Entire Agreement
Variation
Severability
Force Majeure
Counterparts
Waiver
Governing Law
Jurisdiction
Dispute Resolution
Survival
Export Control
Source Code Protection
Technical Safeguards
Representatives' Obligations
Residual Rights
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