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Non Disclosure And Non Use Agreement
"I need a Non-Disclosure and Non-Use Agreement under Australian law for a technology startup sharing software development details with potential manufacturing partners in Queensland, with special emphasis on protecting our source code and manufacturing processes."
1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including the nature of the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information' and 'Permitted Purpose'
4. Confidentiality Obligations: Core provisions detailing the obligations to maintain confidentiality and specific prohibited actions
5. Non-Use Obligations: Specific provisions restricting the use of confidential information to only the permitted purpose
6. Security Measures: Required procedures and safeguards for handling and storing confidential information
7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and variation
1. Permitted Disclosures: Used when certain disclosures need to be explicitly permitted (e.g., to professional advisors or regulators)
2. Special Industry Requirements: Added when the agreement must comply with specific industry regulations or standards
3. Intellectual Property Rights: Included when confidential information includes IP that needs specific protection
4. Data Protection Compliance: Added when personal data is involved, ensuring compliance with privacy laws
5. Representatives and Employees: Used when the recipient needs to share information with employees or representatives
6. Export Control: Required when confidential information is subject to export control regulations
7. Competing Projects: Included when parties need to address work on similar or competing projects
8. Insurance Requirements: Added when specific insurance coverage is required for handling confidential information
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information covered by the agreement
2. Schedule 2 - Permitted Purpose: Detailed description of the authorized uses of the confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures required for handling the information
4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive or handle the confidential information
5. Appendix A - Form of Acknowledgment: Template for acknowledgment by employees or representatives who will access the information
Authors
Technology
Professional Services
Manufacturing
Healthcare
Financial Services
Research & Development
Biotechnology
Telecommunications
Energy
Mining
Education
Media & Entertainment
Retail
Construction
Automotive
Legal
Human Resources
Research & Development
Executive Leadership
Business Development
Procurement
Information Technology
Finance
Operations
Risk & Compliance
Innovation
Strategic Partnerships
Intellectual Property
Chief Executive Officer
Legal Counsel
Business Development Manager
Research Director
Project Manager
Chief Technology Officer
Human Resources Director
Chief Financial Officer
Operations Manager
Procurement Manager
Innovation Manager
Strategic Partnership Director
Intellectual Property Manager
Risk & Compliance Officer
Commercial Manager
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