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Non Disclosure And Non Use Agreement
"I need a Non-Disclosure and Non-Use Agreement under Dutch law for a software development collaboration with a third-party vendor, including strict IT security protocols and source code protection provisions, to be effective from March 1, 2025."
1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding non-disclosure of confidential information
6. Non-Use Obligations: Specific restrictions on the use of confidential information, limiting it to the Permitted Purpose
7. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
8. Security Measures: Required measures to protect and safeguard confidential information
9. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination
10. Term and Survival: Duration of the agreement and survival of obligations post-termination
11. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Personal Data Protection: Required when confidential information includes personal data subject to GDPR/AVG
2. Trade Secrets: Specific provisions when information qualifies as trade secrets under Dutch Trade Secrets Protection Act
3. Intellectual Property Rights: Required when confidential information includes or relates to IP rights
4. Competition Law Compliance: Needed when parties are competitors or information sharing could raise competition law concerns
5. Employee and Representative Obligations: Detailed provisions for ensuring compliance by employees and representatives
6. Export Control: Required when confidential information is subject to export control regulations
7. Residual Knowledge: Optional clause addressing use of retained knowledge not reducible to tangible form
8. Information Security Requirements: Detailed IT and physical security requirements for highly sensitive information
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of specific confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information
4. Schedule 4 - Permitted Purpose Description: Detailed description of the permitted use of confidential information
5. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives to sign
6. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Trade Secrets
Permitted Purpose
Permitted Recipients
Authorized Representatives
Affiliate
Agreement
Disclosing Party
Receiving Party
Party/Parties
Representatives
Personal Data
Proprietary Information
Technical Information
Business Information
Intellectual Property Rights
Confidential Materials
Derived Information
Security Requirements
Permitted Disclosures
Control
Group
Processing
Effective Date
Term
Working Day
Residual Information
Security Breach
Unauthorized Use
Unauthorized Disclosure
Non-Use
Permitted Purpose
Return of Information
Information Security
Data Protection
Trade Secrets Protection
Disclosure to Representatives
Duration and Survival
Permitted Disclosures
Breach and Remedies
Injunctive Relief
Governing Law
Jurisdiction
Assignment
Third Party Rights
Force Majeure
Notices
Severability
Entire Agreement
Amendments
Waiver
Counterparts
Costs
Termination
Indemnification
Representatives' Compliance
Export Control
Competition Law
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Research & Development
Biotechnology
Energy
Telecommunications
Retail
Education
Pharmaceuticals
Automotive
Aerospace
Consumer Goods
Legal
Executive Leadership
Business Development
Research & Development
Procurement
Human Resources
Information Technology
Finance
Operations
Compliance
Intellectual Property
Corporate Development
Innovation
Security
Data Protection
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Counsel
Business Development Manager
Research Director
Project Manager
Innovation Manager
Chief Technology Officer
Chief Financial Officer
Commercial Director
Procurement Manager
Human Resources Director
Investment Manager
Operations Director
Compliance Officer
Intellectual Property Manager
Contract Manager
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