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Vendor Confidentiality Agreement

Vendor Confidentiality Agreement Template for Austria

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Key Requirements PROMPT example:

Vendor Confidentiality Agreement

"Need a Vendor Confidentiality Agreement under Austrian law for a software development vendor who will have access to our proprietary source code and customer database starting March 2025; must include strict security protocols and GDPR compliance provisions."

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Document background
A Vendor Confidentiality Agreement is essential when businesses need to share sensitive or proprietary information with their vendors while maintaining control over its use and disclosure. This agreement, governed by Austrian law, establishes legally binding obligations for vendors to protect confidential information, including trade secrets, technical data, business strategies, and personal data. It ensures compliance with Austrian legal requirements, including the Federal Act against Unfair Competition (UWG) and data protection regulations, while facilitating necessary business relationships. The document should be used before sharing any confidential information with vendors and can be customized based on the nature of the information being shared and the specific vendor relationship.
Suggested Sections

1. Parties: Identification of the disclosing party and receiving party (vendor), including full legal names, registration numbers, and addresses

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

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and other relevant definitions

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

5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

6. Permitted Use and Disclosure: Circumstances under which confidential information may be used or disclosed, including to authorized representatives

7. Security Measures: Required technical and organizational measures for protecting confidential information

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

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

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

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Data Protection Compliance: Required when confidential information includes personal data subject to GDPR

2. Intellectual Property Rights: Needed when confidential information includes IP-protected materials

3. Non-Solicitation: Optional restriction on soliciting employees or customers, if relevant to the business relationship

4. Export Control: Required when confidential information is subject to export control regulations

5. Insurance Requirements: Optional section requiring specific insurance coverage for data breach or confidentiality breach

6. Audit Rights: Optional provision allowing audits of vendor's compliance with confidentiality obligations

7. Subcontractors: Required when vendor needs to share confidential information with subcontractors

Suggested Schedules

1. Schedule 1 - Categories of Confidential Information: Detailed list of types and categories of confidential information covered

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to access confidential information

3. Schedule 3 - Security Requirements: Specific technical and organizational security measures required

4. Schedule 4 - Data Processing Terms: GDPR-compliant data processing terms if personal data is involved

5. Schedule 5 - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information

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

Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Retail

Telecommunications

Energy

Construction

Pharmaceuticals

Automotive

Consumer Goods

Media and Entertainment

Logistics

Research and Development

Relevant Teams

Legal

Procurement

Vendor Management

Information Security

Data Protection

Compliance

Risk Management

Operations

Information Technology

Finance

Supply Chain

Research & Development

Project Management

Relevant Roles

Chief Legal Officer

Legal Counsel

Procurement Manager

Vendor Relations Manager

Contract Manager

Chief Information Security Officer

Data Protection Officer

Chief Technology Officer

Chief Financial Officer

Risk Manager

Compliance Officer

Operations Director

Project Manager

Supply Chain Manager

Information Security Manager

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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