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Non Disclosure Agreement For Software Development
"I need a Non Disclosure Agreement For Software Development to protect proprietary AI algorithms and source code while working with an offshore development team in India, with special emphasis on data protection and code ownership, starting from March 2025."
1. Parties: Identification of all parties involved in the agreement, including legal names and addresses
2. Background/Recitals: Context of the agreement and purpose of the NDA in relation to software development
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Trade Secrets', and 'Intellectual Property'
4. Scope of Confidentiality: Detailed description of what information is considered confidential and protected under the agreement
5. Obligations of Receiving Party: Specific duties and responsibilities regarding the protection and non-disclosure of confidential information
6. Term and Termination: Duration of the agreement and conditions for termination
7. Return of Confidential Information: Procedures for returning or destroying confidential information upon termination
8. Governing Law: Specification of applicable jurisdiction and governing law
1. Non-Compete Provisions: Additional restrictions on competitive activities, when protecting against competitive threats is crucial
2. Assignment Rights: Terms regarding the transfer of rights and obligations, particularly relevant for possible corporate restructuring or acquisition
3. Dispute Resolution: Specific procedures for handling disputes, including arbitration or mediation procedures
4. Insurance Requirements: Specific insurance coverage requirements for high-value intellectual property protection
5. Subcontractor Provisions: Terms regarding the use and obligations of subcontractors in the software development process
1. Schedule A - Description of Project: Detailed description of the software development project scope
2. Schedule B - Specific Confidential Information: Detailed list of specific confidential information covered
3. Schedule C - Authorized Representatives: List of individuals authorized to access confidential information
4. Schedule D - Security Protocols: Specific security measures and protocols to be followed
5. Schedule E - Return/Destruction Certification Form: Template for certifying return or destruction of confidential information
Authors
Authorized Representatives
Business Purpose
Confidential Information
Derivatives
Disclosing Party
Effective Date
Intellectual Property Rights
Permitted Use
Project
Receiving Party
Representatives
Software
Source Code
Technical Documentation
Term
Trade Secrets
Proprietary Information
Development Materials
Object Code
API Documentation
Specifications
User Interface Design
Database Schema
Security Protocols
Test Data
Development Environment
Third Party Materials
Deliverables
Affiliated Companies
Non-Disclosure
Permitted Use
Information Protection
Term and Termination
Return of Materials
Intellectual Property Rights
Trade Secrets Protection
Data Security
Breach Notification
Remedies
Injunctive Relief
Exceptions to Confidentiality
Survival
Assignment
Independent Contractors
Non-Solicitation
Non-Competition
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Severability
Amendment
Notices
Entire Agreement
Waiver
Counterparts
Third Party Rights
Indemnification
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