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Non Disclosure Non Use And Non Circumvention Agreement
"I need a Non Disclosure Non Use And Non Circumvention Agreement for a potential joint venture with a technology company in Auckland, where we'll be sharing our proprietary software code and client database; the agreement needs to be especially strong on IP protection and include specific technical security protocols."
1. Parties: Identifies and defines all parties to the agreement, including full legal names and addresses
2. Background: Explains the context of the agreement, the business relationship between the parties, and the purpose of sharing confidential information
3. Definitions: Defines key terms including 'Confidential Information', 'Non-Circumvention', 'Authorized Purpose', and other relevant terms
4. Confidentiality Obligations: Details the obligations to maintain confidentiality, including specific protection measures and handling requirements
5. Permitted Use and Restrictions: Specifies authorized uses of confidential information and explicit restrictions on unauthorized use
6. Non-Circumvention Obligations: Prohibits direct or indirect circumvention of business relationships, opportunities, or contacts
7. Term and Survival: Specifies the duration of the agreement and which obligations survive termination
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Breach and Remedies: Outlines consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Authorized Representatives: Names specific individuals authorized to receive and handle confidential information. Include when information access needs to be strictly controlled
2. Security Protocols: Specific technical or physical security measures required. Include for highly sensitive information or regulated industries
3. Third Party Disclosure: Conditions for sharing information with authorized third parties. Include when third-party access may be necessary
4. Intellectual Property Rights: Explicit provisions regarding IP ownership and rights. Include when confidential information includes IP
5. Non-Solicitation: Prevents poaching of employees or customers. Include when there's significant risk of talent or customer poaching
6. Audit Rights: Rights to audit compliance with the agreement. Include for high-value or high-risk relationships
7. Insurance Requirements: Specific insurance coverage requirements. Include for high-value confidential information
8. Data Privacy Compliance: Specific obligations regarding personal data protection. Include when confidential information includes personal data
1. Schedule 1 - Confidential Information: Detailed description of the confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Restricted Relationships: Specific business relationships, contacts, or opportunities subject to non-circumvention
4. Schedule 4 - Security Protocols: Detailed security measures and procedures for handling confidential information
5. Schedule 5 - Approved Third Parties: List of pre-approved third parties who may receive confidential information
6. Appendix A - Notice Requirements: Contact details and procedures for serving notices under the agreement
Authors
Disclosing Party
Receiving Party
Authorized Purpose
Authorized Representatives
Business Opportunity
Business Relationship
Circumvention
Confidential Materials
Disclosed Information
Effective Date
Group
Information Owner
Intellectual Property Rights
Non-Circumvention Period
Permitted Purpose
Protected Business Relationships
Representatives
Restricted Activities
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
Unauthorized Use
Affiliate
Associated Person
Business Contact
Confidentiality Period
Designated Recipients
Excluded Information
Legitimate Interest
Material Breach
Proprietary Information
Related Entity
Security Protocols
Sensitive Information
Confidentiality Obligations
Non-Use
Non-Circumvention
Information Protection
Term and Duration
Return of Information
Permitted Disclosures
Security Measures
Intellectual Property
Breach and Remedies
Indemnification
Warranties
Assignment
Notice Requirements
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Counterparts
Third Party Rights
Relationship of Parties
Costs
Survival
Data Privacy
Technology and Software
Manufacturing
Professional Services
Financial Services
Healthcare
Biotechnology
Research and Development
Real Estate
Energy
Telecommunications
Media and Entertainment
Retail and E-commerce
Education
Aerospace and Defense
Mining and Resources
Legal
Executive
Business Development
Research and Development
Procurement
Corporate Strategy
Mergers and Acquisitions
Innovation
Operations
Information Technology
Sales
Product Development
Finance
Compliance
Intellectual Property
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Business Development Manager
Corporate Counsel
Procurement Manager
Research Director
Investment Manager
Partnership Manager
Project Manager
Innovation Director
Mergers & Acquisitions Director
Strategic Planning Director
Operations Manager
Technology Director
Sales Director
Product Development Manager
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