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This Vendor NDA template is specifically crafted for use under Austrian law when businesses need to share confidential information with their vendors, suppliers, or service providers. The document is essential when engaging with third-party vendors who will have access to sensitive business information, trade secrets, technical specifications, or personal data. It incorporates requirements from Austrian commercial law, the Austrian Trade Secrets Act, and EU regulations including GDPR. This template is particularly valuable during vendor onboarding, procurement processes, or when existing vendors require access to additional confidential information. The agreement ensures that all shared information remains protected while enabling necessary business operations and complying with both Austrian and EU legal frameworks.

1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and registered addresses

2. Background: Context of the business relationship and purpose of sharing confidential information

3. Definitions: Clear definitions of 'Confidential Information', 'Permitted Purpose', 'Authorized Recipients' and other key terms

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

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, protection, and non-disclosure requirements

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

7. Data Protection and GDPR Compliance: Specific provisions addressing personal data handling and compliance with Austrian DSG and GDPR

8. Security Measures: Required security measures for protecting confidential information

9. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination

10. Duration and Survival: Term of the agreement and survival of obligations post-termination

11. Breach and Remedies: Consequences of breach and available remedies under Austrian law

12. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

13. Entire Agreement: Standard boilerplate confirming the agreement represents the entire understanding between parties