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Boilerplate NDA
"I need a Boilerplate NDA for a technology consulting arrangement starting January 2025, where my software company will be sharing sensitive code and technical specifications with external contractors in New Zealand."
1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Explains the context and purpose of the NDA, including the nature of the business relationship
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives'
4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and use of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
6. Security Measures: Required steps to maintain security and prevent unauthorized access to confidential information
7. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information upon request or termination
8. Term and Survival: Duration of the agreement and which obligations survive termination
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Employee and Representative Obligations: Additional provisions specifically governing employees and representatives who may access confidential information
2. Non-Competition: Restrictions on competitive activities, used when confidential information could provide competitive advantage
3. Intellectual Property Rights: Clarification of IP ownership and rights, particularly relevant for technical or creative collaborations
4. Data Protection and Privacy: Specific provisions addressing personal data handling under the Privacy Act 2020
5. Electronic Information Handling: Special provisions for digital information and cybersecurity measures
6. International Transfer of Information: Used when confidential information may be transferred across borders
7. Publicity and Announcements: Restrictions on public announcements about the relationship between parties
1. Schedule 1 - Description of Confidential Information: Detailed description or categories of information covered by the NDA
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used
Authors
Permitted Purpose
Disclosing Party
Receiving Party
Representatives
Affiliate
Agreement
Business Day
Effective Date
Personal Information
Authorized Recipients
Confidentiality Period
Disclosing Group
Excluded Information
Force Majeure Event
Intellectual Property Rights
Notice
Related Company
Security Breach
Trade Secrets
Working Hours
Permitted Disclosure
Restricted Period
Third Party
Non-Disclosure
Permitted Use
Information Security
Return of Information
Data Protection
Permitted Disclosure
Term and Termination
Breach and Remedies
Intellectual Property
Force Majeure
Governing Law
Dispute Resolution
Assignment
Notices
Variation
Severability
Entire Agreement
Third Party Rights
Counterparts
Survival
Waiver
Costs
Privacy
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
Retail
Education
Real Estate
Construction
Media and Entertainment
Biotechnology
Energy
Telecommunications
Research and Development
Consumer Goods
Legal
Human Resources
Executive Leadership
Business Development
Research and Development
Information Technology
Operations
Finance
Procurement
Sales
Risk Management
Innovation
Corporate Development
Administrative
Chief Executive Officer
Business Development Manager
Legal Counsel
Human Resources Director
Project Manager
Research Director
Chief Technology Officer
Operations Manager
Investment Manager
Procurement Manager
Sales Director
Chief Financial Officer
Innovation Manager
Contract Administrator
Risk Management Officer
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