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Mutual Confidentiality And Non Circumvention Agreement
"I need a Mutual Confidentiality and Non Circumvention Agreement for a potential joint venture between my technology company and a Malaysian manufacturing partner, with specific provisions for protecting our software IP and ensuring they don't bypass us to approach our international clients directly."
1. Parties: Identification and details of all parties entering into the agreement
2. Background: Context of the agreement, including the purpose of sharing confidential information and the business relationship
3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Trade Secrets'
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Non-Circumvention: Obligations not to bypass or circumvent the other party in business dealings
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Information Security: Requirements for protecting and securing confidential information
8. Return or Destruction of Information: Procedures for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and termination provisions
10. Remedies: Rights and remedies in case of breach, including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Specific provisions regarding IP ownership and rights, used when confidential information includes IP
2. Data Protection: Specific obligations regarding personal data protection, required when confidential information includes personal data
3. Non-Solicitation: Restrictions on soliciting employees or customers, useful in business relationship contexts
4. Electronic Information Security: Specific provisions for digital information security, important for technology-related agreements
5. Audit Rights: Rights to audit compliance with confidentiality obligations, useful for high-sensitivity information
6. Insurance: Requirements for insurance coverage, relevant for high-value or high-risk information
7. Force Majeure: Provisions for unforeseen circumstances, optional but useful in long-term agreements
1. Schedule 1 - Confidential Information: Detailed description or categorization of confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Procedures: Specific security procedures and protocols for handling confidential information
4. Schedule 4 - Permitted Purpose: Detailed description of the permitted use of confidential information
5. Appendix A - Information Handling Procedures: Standard operating procedures for handling, storing, and destroying confidential information
Authors
Authorized Representative
Business Day
Business Opportunity
Business Purpose
Confidential Information
Disclosing Party
Effective Date
Group
Information Security Standards
Intellectual Property Rights
Malaysian Ringgit
Notice
Permitted Purpose
Professional Advisors
Receiving Party
Related Corporation
Representatives
Security Breach
Subsidiary
Term
Territory
Trade Secret
Non-Circumvention
Information Security
Non-Disclosure
Permitted Use
Return of Information
Data Protection
Term and Duration
Termination
Representations and Warranties
Indemnification
Remedies
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Counterparts
Survival
Third Party Rights
Costs
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Professional Services
Telecommunications
Energy
E-commerce
Research and Development
Biotechnology
Construction
Education
Retail
Logistics
Legal
Compliance
Business Development
Executive Leadership
Operations
Finance
Research and Development
Information Technology
Human Resources
Risk Management
Corporate Affairs
Strategic Planning
Investment
Partnerships
Product Development
Chief Executive Officer
Managing Director
Business Development Manager
Legal Counsel
Contract Manager
Chief Financial Officer
Project Manager
Research Director
Technology Officer
Operations Manager
Investment Manager
Partnership Manager
Compliance Officer
Risk Manager
Strategic Planning Director
Corporate Secretary
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