Information Technology Non Disclosure Agreement Template for Netherlands

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Key Requirements PROMPT example:

Information Technology Non Disclosure Agreement

"I need an Information Technology Non Disclosure Agreement under Dutch law for a software development company sharing source code and technical specifications with an external cloud services provider, with specific provisions for GDPR compliance and source code protection."

Document background

This Information Technology Non Disclosure Agreement is essential for businesses operating in the Netherlands that need to protect sensitive technical and business information in IT-related transactions or partnerships. The document is particularly relevant when sharing software source code, technical specifications, system architectures, API documentation, or other IT-related confidential information. It is drafted in compliance with Dutch contract law, the Dutch Trade Secrets Protection Act, and EU regulations including GDPR. The agreement is commonly used in software development projects, IT consulting engagements, technology partnerships, and system integration projects where proprietary technical information needs to be shared. It includes specific provisions addressing unique IT sector concerns such as source code protection, technical documentation confidentiality, and data security requirements.

Suggested Sections

1. Parties: Identification of the parties entering into the NDA, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, purpose of sharing confidential information, and the nature of the business relationship

3. Definitions: Definition of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including duty to maintain secrecy and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

7. Security Measures: Required technical and organizational measures to protect confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Duration and Survival: Term of the agreement and which obligations survive termination

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Data Protection Compliance: Specific provisions relating to GDPR and Dutch data protection law compliance, required when personal data is involved

2. Employee and Contractor Obligations: Additional provisions when confidential information will be shared with employees or contractors

3. Source Code Protection: Specific provisions for protecting software source code, needed when software code will be shared

4. Reverse Engineering Prohibition: Specific prohibition on reverse engineering, particularly relevant for software or technical information

5. Competitive Activity Restrictions: Provisions restricting use of information for competitive purposes, when relevant to business context

6. Audit Rights: Rights to audit compliance with the NDA, useful for high-sensitivity information

7. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-value or high-risk information

8. Export Control: Provisions dealing with export control regulations, needed when information might be subject to export restrictions

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Security Requirements: Specific technical and organizational security measures required for protecting the confidential information

3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

4. Schedule 4 - Information Handling Procedures: Detailed procedures for marking, storing, transmitting, and destroying confidential information

5. Schedule 5 - Sub-processors: List of approved sub-processors or third parties who may handle the confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Confidential Information
Permitted Purpose
Disclosing Party
Receiving Party
Representatives
Technical Documentation
Source Code
Object Code
API Documentation
Trade Secrets
Technical Specifications
System Architecture
Development Tools
Intellectual Property Rights
Personal Data
Data Subject
Processing
Security Breach
Authorized Personnel
Proprietary Information
Technical Know-How
Software
Hardware Specifications
Network Infrastructure
Cloud Services
Test Data
Development Environment
Production Environment
Derivative Works
Licensed Materials
Confidentiality Period
Security Requirements
Technical Standards
Access Credentials
Third Party Technology
Background IP
Foreground IP
Technical Protocols
Application Data
User Interface Designs
Database Schema
Algorithm
Machine Learning Model
Training Data
Deployment Specifications
Integration Methods
Authentication Mechanisms

Clauses

Relevant Industries

Information Technology

Software Development

Cloud Computing

Cybersecurity

Telecommunications

Financial Technology

E-commerce

Digital Healthcare

Data Analytics

Artificial Intelligence

Internet of Things

Digital Media

Enterprise Software

IT Consulting

Relevant Teams

Legal

Information Technology

Information Security

Software Development

Infrastructure & Operations

Cloud Operations

Data Protection

Enterprise Architecture

Procurement

Research & Development

Product Development

Technical Support

Solutions Engineering

Relevant Roles

Chief Technology Officer

IT Director

Software Development Manager

Systems Architect

Information Security Officer

Data Protection Officer

IT Project Manager

Technical Lead

Solutions Architect

Cloud Infrastructure Engineer

DevOps Engineer

IT Procurement Manager

IT Contract Manager

Information Security Manager

Legal Counsel - IT

Technical Account Manager

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Model Non Disclosure Agreement

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Let's create your Information Technology Non Disclosure Agreement

Authors

Alex Denne

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