Non Disclosure Agreement Proprietary Information Template for Netherlands

This Non Disclosure Agreement Proprietary Information is essential for businesses operating under Dutch law who need to protect sensitive information during business negotiations, partnerships, or collaborative ventures. The agreement is particularly relevant when sharing trade secrets, technical specifications, business strategies, or other proprietary information that requires strict confidentiality. It incorporates provisions from the Dutch Civil Code and Trade Secrets Act, ensuring alignment with both Dutch national law and relevant EU regulations. The document is commonly used before entering into detailed business discussions, during due diligence processes, or when engaging with external consultants, partners, or service providers where proprietary information needs to be shared.

1. Parties: Identification and details of the disclosing and receiving parties, including registered addresses and company registration numbers

2. Background: Context of the agreement and the purpose for sharing confidential information

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose'

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

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, protection, and non-disclosure requirements

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement

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

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. No Grant of Rights: Clarification that no intellectual property rights are transferred

10. No Warranty: Disclaimer regarding accuracy and completeness of confidential information

11. Remedies: Available remedies in case of breach, including injunctive relief

12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

13. Entire Agreement: Standard entire agreement clause and amendment requirements