Non Disclosure And Non Use Agreement Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The Non-Disclosure and Non-Use Agreement is essential for business relationships where confidential information needs to be shared while maintaining strict control over its use and dissemination. This document, governed by Dutch law, is particularly relevant for commercial negotiations, strategic partnerships, potential investments, or any situation where proprietary information must be protected. It incorporates requirements from Dutch legislation, including the Trade Secrets Protection Act and GDPR where applicable, making it suitable for both domestic Dutch operations and international business relationships involving Dutch entities. The agreement is designed to protect various types of confidential information, from trade secrets and technical know-how to business strategies and customer data, while specifically restricting how such information can be used by the receiving party.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Relevant Industries

Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Research & Development

Biotechnology

Energy

Telecommunications

Retail

Education

Pharmaceuticals

Automotive

Aerospace

Consumer Goods

Relevant Teams

Legal

Executive Leadership

Business Development

Research & Development

Procurement

Human Resources

Information Technology

Finance

Operations

Compliance

Intellectual Property

Corporate Development

Innovation

Security

Data Protection

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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