Proprietary Information Contract Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The Proprietary Information Contract serves as a critical legal instrument for protecting confidential information in business relationships under Dutch law. It is essential when parties need to share sensitive information during business negotiations, joint ventures, service provision, or other collaborative activities. The document ensures compliance with Dutch legal requirements, including the Dutch Civil Code and Trade Secrets Act, while also addressing relevant EU regulations such as GDPR where applicable. This contract type is particularly important in today's business environment where intellectual property and confidential information are crucial assets. It helps establish clear guidelines for information handling, sets forth security requirements, and provides legal remedies in case of unauthorized disclosure.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Healthcare

Financial Services

Manufacturing

Professional Services

Research & Development

Education

Biotechnology

Telecommunications

Energy

Automotive

Aerospace

Consumer Goods

Media & Entertainment

Relevant Teams

Legal

Compliance

Business Development

Research & Development

Information Security

Human Resources

Procurement

Executive Leadership

Operations

Finance

Innovation

Corporate Development

Risk Management

Information Technology

Relevant Roles

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

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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