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Disclosure Agreement
"I need a mutual Disclosure Agreement between my tech startup and a potential investor, with specific provisions for protecting our software source code and customer data, to be effective from March 1, 2025."
1. Parties: Identifies and provides details of the disclosing and receiving parties
2. Background: States the context and purpose of the agreement, including the nature of the relationship between the parties
3. Definitions: Defines key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Use and Disclosure: Specifies allowed uses of confidential information and circumstances under which disclosure is permitted
6. Security Measures: Required steps to protect confidential information from unauthorized access or disclosure
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes intellectual property
2. Representatives and Third Parties: Detailed provisions for when confidential information needs to be shared with employees, advisors, or other third parties
3. Export Control: Required for international agreements or when dealing with regulated technical data
4. Data Protection and Privacy: Additional provisions when confidential information includes personal data
5. Residual Knowledge: Optional clause addressing use of retained knowledge after agreement ends
6. Non-Solicitation: Additional protection against hiring other party's employees or approaching clients
7. Public Announcements: Controls on public statements about the relationship between parties
8. Compliance with Laws: Specific compliance requirements for regulated industries or jurisdictions
1. Schedule A - Description of Confidential Information: Detailed list or categories of information considered confidential
2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule C - Security Protocols: Specific security measures and procedures required for protecting confidential information
4. Schedule D - Permitted Purpose Details: Detailed description of the specific purposes for which confidential information may be used
5. Appendix 1 - Form of Acknowledgment: Template for representatives to acknowledge confidentiality obligations
6. Appendix 2 - Destruction Certificate: Template certificate confirming destruction of confidential information
Authors
Disclosing Party
Receiving Party
Representatives
Permitted Purpose
Affiliate
Trade Secrets
Proprietary Information
Effective Date
Term
Authorized Recipients
Business Day
Confidentiality Period
Derivative Materials
Disclosed Information
Group
Notice
Personal Data
Related Persons
Security Measures
Third Party
Unauthorized Disclosure
Written Record
Residual Information
Non-Disclosure
Permitted Use
Security Measures
Return of Information
Term and Termination
Remedies
Injunctive Relief
Exceptions
Survival
Assignment
Amendment
Severability
Notices
Governing Law
Jurisdiction
Entire Agreement
Counterparts
Force Majeure
Third Party Rights
Waiver
Indemnification
Data Protection
Representatives' Obligations
Export Control
Publicity
Technology
Healthcare
Financial Services
Manufacturing
Professional Services
Research & Development
Entertainment & Media
Biotechnology
Real Estate
Education
Retail
Telecommunications
Energy
Aerospace & Defense
Consumer Goods
Legal
Human Resources
Executive Leadership
Business Development
Research & Development
Information Technology
Finance
Operations
Procurement
Sales
Corporate Strategy
Innovation
Mergers & Acquisitions
Product Development
Chief Executive Officer
Business Development Manager
Legal Counsel
Human Resources Director
Project Manager
Research Scientist
Chief Technology Officer
Investment Analyst
Product Manager
Procurement Manager
Chief Financial Officer
Consultant
Software Developer
Sales Director
Operations Manager
Innovation Director
Merger & Acquisition Specialist
Strategic Partnership Manager
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