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Proprietary Information Contract
"I need a Proprietary Information Contract governed by Dutch law for my tech startup to share sensitive software development information with a potential investor, with special attention to protecting our AI algorithms and source code."
1. Parties: Identification of the disclosing and receiving parties, including legal entity details and registered addresses
2. Background: Context of the agreement and the purpose for 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. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement
7. Protection Measures: Required security measures for protecting confidential information
8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon termination or request
9. Term and Termination: Duration of the agreement and termination provisions
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Data Protection Compliance: Required when confidential information includes personal data subject to GDPR
2. Intellectual Property Rights: Added when confidential information includes IP that needs specific protection
3. Non-Solicitation: Optional restriction on soliciting employees or customers, if relevant to the business relationship
4. Residual Knowledge: Optional clause addressing use of retained knowledge that cannot be erased from memory
5. Export Control: Required when confidential information may be subject to export control regulations
6. Competition Law Compliance: Added when parties are competitors or information sharing could raise competition law issues
7. Audit Rights: Optional right to audit compliance with confidentiality obligations
8. Insurance Requirements: Optional requirements for insurance coverage against data breaches or confidentiality breaches
1. Schedule 1 - Detailed Description of Confidential Information: Comprehensive list or categories of information considered confidential
2. Schedule 2 - Security Measures and Protocols: Specific technical and organizational measures required for protecting confidential information
3. Schedule 3 - Authorized Representatives: List of personnel authorized to access confidential information
4. Schedule 4 - Data Processing Requirements: If applicable, GDPR-compliant data processing terms and requirements
5. Schedule 5 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Disclosing Party
Receiving Party
Representatives
Permitted Purpose
Affiliate
Agreement
Business Day
Confidentiality Obligations
Data Protection Laws
Effective Date
Group Company
Intellectual Property Rights
Personal Data
Proprietary Information
Security Requirements
Third Party
Trade Secret
Unauthorized Disclosure
Working Hours
Authorized Recipients
Confidentiality Period
Derived Information
Excluded Information
Protection Measures
Residual Information
Technical Information
Commercial Information
Compliance Requirements
Security Breach
Information Protection
Data Protection
Permitted Use
Non-Disclosure
Return of Information
Destruction of Information
Intellectual Property
Term and Duration
Breach and Remedies
Injunctive Relief
Notice Requirements
Permitted Disclosure
Security Measures
Audit Rights
Assignment
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment
Force Majeure
Third Party Rights
Waiver
Competition Law
Liability
Indemnification
Survival
Export Control
Non-Solicitation
Technology
Healthcare
Financial Services
Manufacturing
Professional Services
Research & Development
Education
Biotechnology
Telecommunications
Energy
Automotive
Aerospace
Consumer Goods
Media & Entertainment
Legal
Compliance
Business Development
Research & Development
Information Security
Human Resources
Procurement
Executive Leadership
Operations
Finance
Innovation
Corporate Development
Risk Management
Information Technology
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Compliance Officer
Business Development Manager
Project Manager
Research Director
Chief Technology Officer
Human Resources Director
Procurement Manager
Information Security Officer
Chief Financial Officer
Operations Manager
Contract Manager
Innovation Director
Partnership Manager
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You have full control over your data and who gets to see it
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