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Software Non Disclosure Agreement

Software Non Disclosure Agreement Template for Austria

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Key Requirements PROMPT example:

Software Non Disclosure Agreement

"I need a Software Non Disclosure Agreement under Austrian law for sharing our proprietary AI algorithm source code with a German development partner, with specific provisions for cloud storage security and export control compliance, to be effective from March 2025."

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Document background
This Software Non-Disclosure Agreement is essential for any business engagement involving the exchange of confidential software-related information in Austria. It should be used before sharing sensitive technical information such as source code, development methodologies, technical specifications, or proprietary algorithms. The document complies with Austrian law, including the Trade Secrets Act (UWG Amendment 2018), Data Protection Act (DSG), and relevant EU regulations like GDPR. It's particularly crucial for software development partnerships, technology licensing discussions, or when engaging with contractors or consultants who will have access to proprietary software information. The agreement includes specific provisions for digital assets protection and electronic information sharing, making it suitable for modern software development and business practices.
Suggested Sections

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

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

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Software', 'Trade Secrets', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including software code, architecture, algorithms, and related documentation

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, and legal requirements

7. Term and Survival: Duration of the agreement and provisions that survive termination

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

9. Data Protection Compliance: GDPR and DSG compliance requirements for handling personal data

10. Breach and Remedies: Consequences of breach, including injunctive relief and damages

11. Governing Law and Jurisdiction: Specification of Austrian law and jurisdiction for dispute resolution

Optional Sections

1. Non-Solicitation: Prevents hiring of other party's employees or approaching their clients - include when there's significant employee interaction

2. Source Code Protection: Special provisions for source code access and protection - include when source code access is granted

3. Cloud Storage Provisions: Special requirements for cloud-stored information - include when cloud storage is used

4. Audit Rights: Right to audit compliance with security measures - include for high-risk or regulated information

5. Export Control: Compliance with export control laws - include when software may be subject to export restrictions

6. Reverse Engineering Prohibition: Specific prohibition on reverse engineering - include when protecting proprietary software

7. Third Party Beneficiaries: Rights of affiliated companies - include when group companies are involved

Suggested Schedules

1. Schedule 1 - Description of Software: Detailed description of the software and related technologies covered by the NDA

2. Schedule 2 - Security Requirements: Specific security measures and protocols required for handling the confidential information

3. Schedule 3 - Authorized Personnel: List of authorized personnel who may access the confidential information

4. Schedule 4 - Data Processing Requirements: Specific requirements for processing any personal data, in compliance with GDPR

5. Appendix A - Contact Details: Contact information for key personnel and notices

6. Appendix B - Technical Safeguards: Technical specifications for security measures and access protocols

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

alex.den.21@genieai.co
Relevant legal definitions









































Clauses






























Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare Technology

E-commerce

Manufacturing Technology

Telecommunications

Digital Media

Cloud Computing

Cybersecurity

Enterprise Software

Gaming and Entertainment

Educational Technology

Internet of Things

Artificial Intelligence and Machine Learning

Relevant Teams

Legal

Information Technology

Software Development

Information Security

Procurement

Business Development

Compliance

Research and Development

Product Development

Enterprise Architecture

DevOps

Technical Operations

Solution Architecture

Relevant Roles

Chief Technology Officer

Software Development Manager

Legal Counsel

IT Project Manager

Software Engineer

Systems Architect

Product Manager

Information Security Officer

Technology Procurement Manager

Business Development Director

Contract Manager

Chief Information Officer

DevOps Engineer

Technical Consultant

Compliance Officer

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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