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Confidentiality And Intellectual Property Agreement Template for Austria

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Key Requirements PROMPT example:

Confidentiality And Intellectual Property Agreement

"I need a Confidentiality And Intellectual Property Agreement under Austrian law for a software development collaboration between my tech startup and a freelance developer, who will be creating new code while accessing our existing proprietary software."

Document background
The Confidentiality And Intellectual Property Agreement serves as a crucial legal instrument for protecting sensitive business information and intellectual property rights under Austrian law. It is commonly used when parties need to share confidential information while also addressing the ownership, creation, or transfer of intellectual property rights. This agreement is particularly relevant in business relationships involving technology transfer, product development, consulting services, or employment relationships where IP creation is expected. The document ensures compliance with Austrian civil law, intellectual property legislation, trade secret protection laws, and EU data protection requirements, including the GDPR where applicable. It can be customized for various business contexts, from simple bilateral relationships to complex multi-party arrangements, and is especially important in industries where innovation and proprietary information are key assets.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration details for companies

2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information and/or creating IP

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Intellectual Property', 'Pre-Existing IP', and 'New IP'

4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information

5. Intellectual Property Rights: Ownership, assignment, and/or licensing of IP rights, including Pre-Existing IP and New IP

6. Permitted Use and Disclosure: Specified purposes for which confidential information can be used and circumstances under which disclosure is permitted

7. Protection Measures: Security measures required to protect confidential information and IP

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

9. Term and Termination: Duration of the agreement and termination provisions

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Employee and Contractor Obligations: Required when agreement covers obligations of employees or contractors to assign IP and maintain confidentiality

2. Data Protection: Required when confidential information includes personal data subject to GDPR

3. Export Control: Required when confidential information or IP may be subject to export control regulations

4. Non-Competition: Optional clause restricting competitive activities, subject to Austrian competition law limitations

5. Source Code Escrow: Required when agreement involves software IP and source code protection

6. Joint Development: Required when parties will collaborate to create new IP

7. License Grant: Required when one party is licensing rather than assigning IP rights

8. Audit Rights: Optional clause allowing audit of compliance with confidentiality obligations

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Pre-Existing IP: Inventory of each party's pre-existing IP rights relevant to the agreement

3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

4. Schedule 4 - Security Protocols: Detailed security measures and protocols for protecting confidential information

5. Schedule 5 - Approved Third Party Recipients: List of approved third parties who may receive confidential information

6. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for employees or third parties

7. Appendix B - IP Assignment Form: Template for documenting specific IP assignments under the agreement

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

Relevant legal definitions








































Clauses



































Relevant Industries

Technology

Software Development

Biotechnology

Pharmaceutical

Manufacturing

Research & Development

Creative Industries

Financial Services

Professional Services

Healthcare

Engineering

Media & Entertainment

Telecommunications

Education & Training

Consumer Products

Relevant Teams

Legal

Research and Development

Product Development

Human Resources

Information Technology

Innovation

Engineering

Business Development

Intellectual Property

Corporate Strategy

Operations

Creative Services

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Legal Officer

Legal Counsel

Intellectual Property Manager

Research Director

Product Manager

Software Developer

Research Scientist

Business Development Manager

Innovation Manager

Human Resources Director

Contract Manager

Project Manager

Technical Consultant

Creative Director

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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