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International NDA Agreement
"I need an International NDA Agreement to protect proprietary software technology being shared with a manufacturing partner in Japan, with specific provisions for source code protection and data privacy compliance across borders."
1. Parties: Identification of all parties involved in the agreement, including full legal names and addresses
2. Background/Recitals: Context and purpose of the NDA, including the nature of the relationship between parties
3. Definitions: Clear definitions of key terms, especially 'Confidential Information'
4. Scope of Confidentiality: Detailed description of what information is covered and protected
5. Obligations of Receiving Party: Specific duties regarding the protection and non-disclosure of confidential information
6. Term and Termination: Duration of the agreement and conditions for termination
7. Governing Law: Specification of applicable jurisdiction and choice of law
1. Return of Confidential Information: Procedures for returning or destroying confidential information when physical or digital materials are shared
2. Non-Solicitation: Prohibition on soliciting employees or customers, used when there's risk of employee or customer poaching
3. International Data Transfer: Provisions for cross-border data transfers, essential when data will cross national borders
4. Dispute Resolution: Procedures for handling disputes through arbitration or mediation
5. Force Majeure: Provisions for unforeseeable circumstances, typically included for long-term obligations
1. Description of Confidential Information: Detailed list or categories of protected information
2. Authorized Representatives: List of individuals authorized to receive confidential information
3. Security Protocols: Specific procedures for handling and protecting confidential information
4. Excluded Information: List of information specifically excluded from confidentiality obligations
Authors
Trade Secrets
Disclosing Party
Receiving Party
Authorized Representatives
Affiliate
Permitted Purpose
Effective Date
Term
Representatives
Intellectual Property Rights
Proprietary Information
Business Day
Confidentiality Period
Excluded Information
Residual Information
Personal Data
Data Protection Laws
Security Breach
Territory
Governing Law
Force Majeure Event
Third Party
Group Company
Subsidiary
Non-Disclosure
Data Protection
Intellectual Property
Term and Termination
Return of Information
Permitted Disclosures
Security Measures
Breach Notification
Remedies
Indemnification
Governing Law
Dispute Resolution
Force Majeure
Assignment
Severability
Entire Agreement
Amendments
Notices
Survival
Non-Solicitation
Export Control
International Data Transfer
Third Party Rights
Waiver
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