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Indemnity Confidentiality Agreement
"I need an Indemnity Confidentiality Agreement for a software development partnership between our tech startup and a large enterprise client, with strong protection for our source code and development methodologies, and specific indemnification for any data breaches or intellectual property claims."
1. Parties: Identifies and defines the parties to the agreement, including their legal names, addresses, and any defined terms for referring to them
2. Background: Sets out the context and purpose of the agreement, including the nature of the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information', 'Indemnified Parties', and other relevant terms
4. Confidentiality Obligations: Details the core obligations regarding the protection, use, and non-disclosure of confidential information
5. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
6. Security Measures: Outlines the required security measures and standards for protecting confidential information
7. Indemnification: Details the scope of indemnification, including covered losses and procedures for claiming indemnification
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Term and Termination: Specifies the duration of the agreement and circumstances for termination
10. General Provisions: Standard contractual provisions including governing law, jurisdiction, entire agreement, and amendments
1. Non-Competition: Restrictions on competitive activities, included when there's a risk of competitive use of confidential information
2. Non-Solicitation: Restrictions on soliciting employees or customers, included when protecting business relationships is crucial
3. Insurance Requirements: Specifies required insurance coverage to support indemnification obligations
4. Data Privacy Compliance: Specific obligations regarding personal data protection, included when personal data is involved
5. Export Control Compliance: Requirements for compliance with export control laws, included when dealing with controlled technical data
6. Audit Rights: Rights to audit compliance with confidentiality obligations, included for high-risk or regulated relationships
7. Alternative Dispute Resolution: Procedures for resolving disputes through mediation or arbitration, included when preferred over litigation
1. Schedule 1 - Confidential Information: Detailed description or categories of information considered confidential under the agreement
2. Schedule 2 - Security Requirements: Specific technical and organizational security measures required for protecting confidential information
3. Schedule 3 - Authorized Recipients: List of individuals or roles authorized to access confidential information
4. Appendix A - Notice Requirements: Procedures and contact details for required notices under the agreement
5. Appendix B - Data Handling Procedures: Detailed procedures for handling, storing, and destroying confidential information
Authors
Agreement
Authorized Recipients
Business Day
Business Purpose
Claims
Confidential Information
Disclosing Party
Effective Date
Group
Indemnified Losses
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Losses
Notice
Party/Parties
Permitted Purpose
Personal Data
Receiving Party
Representatives
Security Breach
Subsidiary
Term
Third Party
Trade Secrets
Confidential Materials
Derived Information
Excluded Information
Force Majeure Event
Person
Professional Advisors
Related Persons
Security Requirements
Services
Non-Disclosure
Indemnification
Liability
Information Security
Data Protection
Return of Information
Permitted Use
Disclosure Restrictions
Term and Termination
Governing Law
Dispute Resolution
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Amendment
Survival
Third Party Rights
Representations and Warranties
Remedies
Compliance with Laws
Waiver
Counterparts
Authority
Technology
Healthcare
Financial Services
Manufacturing
Biotechnology
Professional Services
Energy
Defense
Telecommunications
Pharmaceuticals
Research and Development
Real Estate
Entertainment
Media
Education
Legal
Compliance
Information Security
Risk Management
Procurement
Business Development
Research and Development
Human Resources
Information Technology
Operations
Finance
Corporate Development
Vendor Management
Contracts Administration
Executive Leadership
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Compliance Officer
Chief Information Security Officer
Chief Technology Officer
Business Development Director
Procurement Manager
Contract Manager
Risk Manager
Information Security Manager
Project Manager
Research Director
Product Development Manager
Human Resources Director
Operations Manager
Chief Financial Officer
Partnership Manager
Vendor Relations Manager
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