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CDA Confidential Disclosure Agreement

CDA Confidential Disclosure Agreement Template for Austria

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Key Requirements PROMPT example:

CDA Confidential Disclosure Agreement

"I need a Confidential Disclosure Agreement (CDA) under Austrian law for sharing proprietary software development information with a potential manufacturing partner, with specific provisions for protecting source code and technical specifications, and extra clauses preventing reverse engineering."

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Document background
This Confidential Disclosure Agreement (CDA) template is designed for use under Austrian law when parties need to share sensitive business, technical, or proprietary information while ensuring legal protection. The document is particularly relevant for business negotiations, due diligence processes, joint ventures, or any situation requiring disclosure of confidential information. It incorporates key provisions required under Austrian legislation, including the Austrian Civil Code (ABGB) and Trade Secrets Act, while also addressing EU-level requirements such as GDPR compliance where personal data is involved. The CDA provides a framework for defining confidential information, permitted uses, disclosure restrictions, and remedies available under Austrian law.
Suggested Sections

1. Parties: Identification and details of the disclosing and receiving parties, including registered addresses and company registration numbers

2. Background: Context of the agreement, including the purpose of sharing confidential information and the nature of the proposed business relationship

3. Definitions: Definition of key terms, particularly 'Confidential Information', 'Permitted Purpose', and 'Representatives'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law

7. Term and Survival: Duration of the agreement and survival of obligations after termination

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Remedies: Available remedies in case of breach, including injunctive relief

10. General Provisions: Standard provisions including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Data Protection: Required when confidential information includes personal data subject to GDPR or Austrian Data Protection Act

2. Intellectual Property Rights: Needed when confidential information includes IP or when IP might be created during the business relationship

3. Non-Solicitation: Optional clause preventing parties from soliciting each other's employees or customers

4. Export Control: Required when confidential information may be subject to export control regulations

5. Reverse Engineering: Specific prohibition on reverse engineering, particularly relevant for technical information

6. Prior Disclosures: Added when the agreement needs to cover information disclosed before the effective date

7. Residual Information: Optional clause addressing use of retained knowledge that cannot be practically erased from memory

Suggested Schedules

1. Description of Permitted Purpose: Detailed description of the specific business purpose for which confidential information may be used

2. Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information

3. Security Requirements: Specific security measures required for handling and storing confidential information

4. Pre-Existing Disclosures: List of confidential information already disclosed before the agreement date, if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions



























Clauses




























Relevant Industries

Technology

Manufacturing

Healthcare

Biotechnology

Financial Services

Professional Services

Research & Development

Software Development

Pharmaceuticals

Energy

Telecommunications

Automotive

Aerospace

Consumer Goods

Industrial Engineering

Media & Entertainment

Relevant Teams

Legal

Business Development

Research & Development

Executive Leadership

Procurement

Finance

Operations

Compliance

Innovation

Corporate Development

Partnerships

Strategic Planning

Information Security

Product Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Research Director

Project Manager

Technology Officer

Innovation Manager

Procurement Manager

Contract Manager

Investment Director

Chief Financial Officer

Head of Operations

General Counsel

Compliance Officer

Partnership Manager

Strategic Alliance Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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