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Joint Disclosure Agreement
"I need a Joint Disclosure Agreement under New Zealand law for a technology collaboration between my software company and two research universities, with specific provisions for protecting source code and research data, to be effective from March 2025."
1. Parties: Identifies and provides full legal details of all parties entering into the agreement
2. Background: Sets out the context and purpose of the agreement, including the general nature of the proposed information sharing
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Purpose of Disclosure: Specifies the permitted purposes for which the confidential information may be shared and used
5. Confidential Information: Defines what constitutes confidential information under the agreement
6. Obligations of Confidentiality: Details the core obligations regarding handling and protecting confidential information
7. Permitted Disclosures: Specifies who may receive the confidential information and under what circumstances
8. Security Measures: Outlines required security measures for protecting confidential information
9. Return or Destruction of Information: Procedures for handling confidential information upon termination or request
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Breach and Remedies: Consequences of breach and available remedies
12. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Intellectual Property Rights: Include when shared information may contain patentable inventions or other IP rights
2. Data Privacy Compliance: Include when personal information will be shared under the agreement
3. Export Control: Include when information may be subject to international transfer restrictions
4. Competing Projects: Include when parties may be working on similar projects independently
5. Joint Development: Include when parties may create new intellectual property together during collaboration
6. Insurance Requirements: Include when specific insurance coverage is required for information handling
7. Audit Rights: Include when parties require right to audit compliance with security measures
8. Force Majeure: Include when protection against unforeseen events affecting ability to protect information is needed
1. Schedule 1 - Description of Confidential Information: Detailed listing and description of specific confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Detailed security requirements and procedures for information handling
4. Schedule 4 - Approved Third Party Recipients: Pre-approved third parties who may receive the confidential information
5. Appendix A - Information Handling Procedures: Step-by-step procedures for handling, storing, and transmitting confidential information
6. Appendix B - Incident Response Plan: Procedures to follow in case of unauthorized disclosure or security breach
Authors
Disclosing Party
Receiving Party
Authorized Representatives
Permitted Purpose
Affiliate
Business Day
Effective Date
Information Security Incident
Personal Information
Representatives
Security Requirements
Third Party
Trade Secrets
Proprietary Information
Intellectual Property Rights
Confidential Materials
Disclosure Period
Excluded Information
Group Company
Notice
Privacy Laws
Project
Related Entity
Security Breach
Subsidiary
Technical Information
Term
Unauthorized Disclosure
Working Hours
Information Use
Disclosure Restrictions
Data Protection
Security Measures
Term and Termination
Return of Information
Breach Notification
Remedies
Intellectual Property
Warranties
Indemnification
Force Majeure
Assignment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Notices
Third Party Rights
Costs
Survival
Representatives
Permitted Disclosures
Non-Circumvention
Data Privacy Compliance
Export Control
Technology
Healthcare
Financial Services
Manufacturing
Research & Development
Education
Professional Services
Government & Public Sector
Biotechnology
Energy
Telecommunications
Defense
Aerospace
Pharmaceutical
Legal
Compliance
Information Security
Research and Development
Business Development
Risk Management
Information Technology
Corporate Development
Innovation
Partnerships
Operations
Executive Leadership
Procurement
Data Protection
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Compliance Officer
Chief Technology Officer
Information Security Manager
Research Director
Business Development Manager
Project Manager
Risk Manager
Data Protection Officer
Intellectual Property Manager
Corporate Development Director
Chief Innovation Officer
Partnership Manager
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