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Client NDA
"I need a Client NDA for my software development company based in Auckland, to be used when sharing our proprietary code and technical specifications with potential enterprise clients, with extra provisions for digital security and data protection."
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 used throughout the agreement, particularly 'Confidential Information'
4. Scope of Confidential Information: Clearly specifies what information is considered confidential under the agreement
5. Obligations of Confidentiality: Details the recipient's duties to maintain confidentiality and permitted uses of the information
6. Exclusions: Specifies information not covered by confidentiality obligations (public domain, legally required disclosures, etc.)
7. Term and Termination: Specifies how long the agreement lasts and conditions for termination
8. Return of Confidential Information: Requirements for returning or destroying confidential information
9. Breach and Remedies: Outlines consequences of breaching the agreement and available remedies
10. General Provisions: Standard contract clauses including governing law, jurisdiction, and entire agreement
1. Security Measures: Specific security protocols required for protecting confidential information, used when handling sensitive digital or physical data
2. Permitted Disclosures: Rules for sharing information with employees or professional advisors, included when wider internal sharing is necessary
3. Privacy Compliance: Specific provisions relating to personal information under the Privacy Act 2020, used when personal data is involved
4. Intellectual Property: Clarifies ownership and rights regarding any IP disclosed, used when proprietary technology or trade secrets are involved
5. Competing Activities: Non-compete or non-solicitation provisions, included when there's risk of competitive activities
6. Publicity: Rules about public announcements or references to the business relationship, used in high-profile relationships
1. Schedule 1: Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2: Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3: Security Protocols: Specific security measures and procedures for handling confidential information, if required
Authors
Business Purpose
Disclosing Party
Receiving Party
Authorized Representatives
Personal Information
Intellectual Property Rights
Trade Secrets
Permitted Purpose
Affiliate
Business Day
Effective Date
Term
Representatives
Security Breach
Proprietary Information
Confidentiality Period
Disclosing Group
Related Company
Professional Advisers
Services
Unauthorized Disclosure
Working Hours
Non-Disclosure
Information Security
Data Protection
Permitted Use
Return of Information
Privacy
Intellectual Property
Term and Termination
Breach and Remedies
Notices
Force Majeure
Governing Law
Dispute Resolution
Assignment
Variation
Severability
Entire Agreement
Indemnification
Survival
Third Party Rights
Waiver
Technology
Professional Services
Financial Services
Healthcare
Manufacturing
Consulting
Legal Services
Real Estate
Education
Research and Development
Marketing and Advertising
Engineering
Legal
Compliance
Business Development
Sales
Client Services
Information Security
Operations
Executive Leadership
Human Resources
Project Management
Account Management
Chief Executive Officer
Managing Director
Business Development Manager
Client Relations Manager
Project Manager
Legal Counsel
Privacy Officer
Compliance Manager
Operations Manager
Account Executive
Consultant
Sales Director
Information Security Officer
Chief Technology Officer
Human Resources Director
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