Perpetual NDA Template for Netherlands

This Perpetual NDA template is designed for situations where parties need to establish indefinite protection for confidential information under Dutch law. It is particularly suitable for protecting trade secrets, proprietary technology, and other sensitive business information that requires long-term or permanent protection. The agreement ensures that confidentiality obligations continue indefinitely, unlike standard NDAs with fixed terms. It complies with Dutch legal requirements, including the Dutch Civil Code and Trade Secrets Protection Act, while incorporating necessary provisions for enforcement and remedies. This document is commonly used in strategic partnerships, research collaborations, technology licensing, and other business relationships where the disclosed information maintains its confidential nature and value indefinitely.

1. Parties: Identification of the parties entering into the NDA, including full legal names, addresses, and registration details as required under Dutch law

2. Background: Context of the agreement, explaining the purpose of sharing confidential information and the relationship between the parties

3. Definitions: Clear definitions of key terms, particularly 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and other relevant terms

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

5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

7. Security Measures: Required security measures for protecting confidential information

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

9. Duration and Survival: Specification of the perpetual nature of the obligations

10. Breach and Remedies: Consequences of breach and available remedies, including specific provisions for injunctive relief

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