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Non Disclosure And Restricted Use Agreement Template for Austria

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Key Requirements PROMPT example:

Non Disclosure And Restricted Use Agreement

"I need an Austrian Non-Disclosure and Restricted Use Agreement for sharing our proprietary software technology with a potential German licensee, including specific provisions for source code protection and restrictions on reverse engineering."

Document background
This Non-Disclosure and Restricted Use Agreement is essential for businesses operating under Austrian jurisdiction who need to protect sensitive information while sharing it for specific purposes. It combines traditional confidentiality provisions with explicit use restrictions, making it particularly suitable for technology licensing, business partnerships, and strategic collaborations. The agreement ensures compliance with Austrian legal requirements, including the Civil Code (ABGB), Commercial Code (UGB), and data protection laws (DSG and GDPR). It's commonly used in situations involving intellectual property protection, business negotiations, due diligence processes, and strategic partnerships where controlled information sharing is crucial. The document includes comprehensive provisions for information security, permitted uses, and breach remedies, tailored to meet Austrian legal standards.
Suggested Sections

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

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

3. Definitions: Detailed definitions of Confidential Information, Permitted Purpose, Authorized Representatives, 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 storage, handling, and protection requirements

6. Permitted Use: Specific permitted purposes for which the confidential information may be used

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

8. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information upon request or termination

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

10. Breach and Remedies: Consequences of breach and available legal remedies

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

Optional Sections

1. Third Party Disclosure: Rules for disclosure to third parties, including professional advisors - include when third party access is anticipated

2. Employee and Representative Obligations: Specific provisions for employees and representatives - include when information will be shared with employees

3. Data Protection Compliance: Specific GDPR and DSG compliance measures - include when personal data is involved

4. Intellectual Property Rights: Protection of IP rights in confidential information - include when IP-sensitive information is involved

5. Export Control: Provisions for international transfer of information - include for cross-border sharing

6. Non-Solicitation: Restrictions on soliciting employees or customers - include for business-critical relationships

7. Survivorship: Provisions that continue after termination - include for long-term protection needs

8. Insurance Requirements: Requirements for insurance coverage - include for high-value confidential information

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list and description of specific confidential information covered

2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols required

4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted use cases and purposes

5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings by employees or third parties

6. Appendix B - Data Processing Terms: Specific terms for GDPR compliance if personal data is involved

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

Manufacturing

Healthcare

Financial Services

Professional Services

Research & Development

Biotechnology

Real Estate

Energy

Telecommunications

Automotive

Aerospace

Pharmaceutical

Consumer Goods

Media & Entertainment

Relevant Teams

Legal

Compliance

Information Security

Research and Development

Business Development

Executive Leadership

Procurement

Information Technology

Human Resources

Corporate Development

Risk Management

Intellectual Property

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Contract Manager

Compliance Officer

Innovation Director

Research Director

Project Manager

Information Security Officer

Data Protection Officer

Chief Technology Officer

Chief Financial Officer

Procurement Manager

Strategic Partnerships Manager

Human Resources 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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