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Confidential Non Disclosure Agreement
"I need a Confidential Non-Disclosure Agreement for my technology startup to share sensitive product development information with a potential manufacturing partner in New Zealand, including specific provisions for protecting our software code and hardware designs."
1. Parties: Identification and details of all parties entering into the agreement
2. Background: Context of the agreement and the purpose for sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'
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 Uses and Disclosures: Specified circumstances under which confidential information may be used or disclosed
7. Security Measures: Required measures for protecting and securing confidential information
8. Term and Survival: Duration of the agreement and which obligations survive termination
9. Return or Destruction of Information: Requirements for handling confidential information upon termination or request
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Used when confidential information includes IP that needs specific protection provisions
2. Data Protection Compliance: Required when personal information is involved, ensuring compliance with Privacy Act 2020
3. Competing Activities: Used when there's a need to address non-competition aspects alongside confidentiality
4. Representatives and Third Parties: Needed when confidential information may be shared with employees or advisors
5. Export Control: Required when confidential information may be subject to international transfer restrictions
6. Publicity and Announcements: Used when there's a need to control public statements about the relationship
7. Insurance Requirements: Included when specific insurance coverage for data protection is required
8. Audit Rights: Used when one party requires the right to audit the other's compliance with security measures
1. Schedule 1 - Description of Confidential Information: Detailed listing of specific 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 protocols required for protecting information
4. Appendix A - Permitted Purpose Details: Detailed description of the specific purposes for which confidential information may be used
5. Appendix B - Information Handling Procedures: Step-by-step procedures for handling, storing, and destroying confidential information
Authors
Permitted Purpose
Disclosing Party
Receiving Party
Representatives
Affiliate
Confidential Materials
Trade Secrets
Intellectual Property Rights
Personal Information
Authorised Recipients
Business Day
Effective Date
Term
Permitted Disclosures
Security Breach
Proprietary Information
Related Entity
Excluded Information
Authorised Use
Confidentiality Period
Security Requirements
Return Date
Working Hours
Control
Material Breach
Destruction
Secure Storage
Third Party
Group Company
Non-Disclosure
Information Security
Data Protection
Permitted Use
Return of Information
Breach and Remedies
Term and Termination
Survival
Intellectual Property
Privacy
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Counterparts
Interpretation
Representations and Warranties
Indemnification
Compliance with Laws
Injunctive Relief
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Research and Development
Biotechnology
Real Estate
Construction
Education
Retail
Energy
Mining
Agriculture
Telecommunications
Media and Entertainment
Legal Services
Consulting
Legal
Human Resources
Executive Leadership
Finance
Information Technology
Research and Development
Business Development
Operations
Procurement
Risk and Compliance
Sales
Marketing
Corporate Development
Information Security
Product Development
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Legal Counsel
HR Manager
Business Development Manager
Project Manager
Research Director
Operations Manager
Procurement Manager
Investment Manager
Contract Administrator
Information Security Officer
Risk Manager
Compliance Officer
Department Head
Corporate Secretary
Sales Director
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