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It Confidentiality Agreements
"I need an IT Confidentiality Agreement under Austrian law for a software development project where we'll be sharing our proprietary source code with an external development team starting March 2025; it needs strong intellectual property protection and specific provisions for source code handling."
1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses
2. Background: Context of the agreement and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'IT Systems', 'Authorized Personnel', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including IT systems, software, data, and trade secrets
5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
6. Data Protection and GDPR Compliance: Specific obligations regarding personal data handling and GDPR compliance
7. Security Measures: Required technical and organizational measures to protect confidential information
8. Authorized Use: Permitted uses of the confidential information and IT systems
9. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information upon request or termination
10. Term and Termination: Duration of the agreement and termination provisions
11. Breach and Remedies: Consequences of breach and available remedies
12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Employee and Contractor Obligations: Additional provisions when the agreement covers employees or contractors
2. Third Party Disclosure: Provisions for allowed disclosure to third parties such as advisors or regulators
3. Source Code Protection: Specific provisions for protecting source code when software development is involved
4. Cloud Services: Additional provisions for cloud-based services and data storage
5. International Data Transfer: Provisions for cross-border data transfers when applicable
6. Audit Rights: Rights to audit compliance with security and confidentiality obligations
7. Non-Competition: Additional restrictions on competitive activities when relevant
8. Escrow Arrangements: Provisions for source code or data escrow when required
1. Schedule 1 - Detailed Description of Confidential Information: Comprehensive list of specific confidential information covered
2. Schedule 2 - Security Requirements: Detailed technical and organizational security measures required
3. Schedule 3 - Authorized Personnel: List of personnel authorized to access confidential information
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms when personal data is involved
5. Appendix A - Incident Response Plan: Procedures for handling security incidents and data breaches
6. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
Authors
Information Technology
Software Development
Cloud Computing
Cybersecurity
Digital Services
Telecommunications
E-commerce
Financial Technology
Healthcare Technology
Industrial Technology
Digital Media
Enterprise Software
IT Consulting
Legal
Information Technology
Information Security
Compliance
Software Development
Infrastructure
Data Protection
Risk Management
Procurement
Operations
Technical Support
Systems Integration
Cloud Operations
DevOps
Chief Technology Officer
IT Director
Software Development Manager
Information Security Officer
Data Protection Officer
IT Project Manager
Systems Administrator
Network Engineer
Software Engineer
Database Administrator
IT Consultant
Cloud Solutions Architect
Technical Lead
DevOps Engineer
IT Procurement Manager
Legal Counsel
Compliance Officer
IT Operations Manager
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