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Non Disclosure Agreement For Software Development
"I need a Non Disclosure Agreement For Software Development under Austrian law for a fintech project where we'll be sharing sensitive financial algorithms and customer data with an external development team, with strict GDPR compliance requirements and specific provisions for source code protection."
1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and addresses
2. Background: Context of the software development project and purpose of the NDA
3. Definitions: Definitions of key terms including Confidential Information, Software, Development Materials, Trade Secrets, and Permitted Purpose
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the software development context
5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of confidential information
6. Data Protection and GDPR Compliance: Specific provisions relating to personal data handling and GDPR requirements
7. Security Measures: Required technical and organizational measures to protect confidential information
8. Term and Survival: Duration of the agreement and survival of obligations after termination
9. Return or Destruction of Confidential Information: Procedures for handling confidential information after the agreement ends
10. Breach and Remedies: Consequences of breach and available remedies under Austrian law
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Third Party Disclosure: Include when subcontractors or other third parties may need access to confidential information
2. Source Code Protection: Add when source code will be shared as part of the development process
3. Employee and Contractor Obligations: Include when the receiving party will need to share information with employees or contractors
4. Intellectual Property Rights: Add when intellectual property ownership needs to be explicitly addressed
5. Non-Solicitation: Include when there's a risk of employee poaching
6. Escrow Provisions: Add when source code or other sensitive materials will be held in escrow
7. Export Control: Include when software or technical data may be subject to export control regulations
1. Schedule 1 - Description of Software Project: Detailed description of the software development project scope
2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access confidential information
3. Schedule 3 - Security Protocols: Specific technical and organizational security measures required
4. Schedule 4 - Data Processing Requirements: Detailed GDPR and data protection requirements if personal data is involved
5. Appendix A - Confidential Information Categories: Detailed categorization of types of confidential information covered
6. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
Authors
Information Technology
Software Development
Financial Services
Healthcare Technology
E-commerce
Telecommunications
Manufacturing Technology
Digital Services
Enterprise Software
Technology Consulting
Gaming and Entertainment
Artificial Intelligence and Machine Learning
Legal
Information Technology
Software Development
Information Security
Procurement
Compliance
Research and Development
Project Management Office
Enterprise Architecture
Technical Operations
Product Development
Contracts Administration
Software Developer
Project Manager
Chief Technology Officer
IT Director
Legal Counsel
Procurement Manager
Technical Lead
System Architect
Development Team Lead
Information Security Officer
Compliance Officer
Contract Manager
Business Development Manager
Technology Consultant
Product Owner
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