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Reciprocal Confidentiality Agreement
"I need a Reciprocal Confidentiality Agreement governed by Belgian law for a software development collaboration between our tech startup and a potential investor, with specific provisions for source code protection and a three-year confidentiality period starting March 2025."
1. Parties: Identification of the parties entering into the agreement, including full legal names, registration numbers, and registered addresses
2. Background: Brief context of why the parties are entering into the agreement and the purpose of their business relationship
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Authorized Purpose', 'Authorized Recipients', and 'Affiliated Companies'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement, including both written and oral disclosures
5. Obligations of Confidentiality: Core obligations regarding the protection and non-disclosure of confidential information, including security measures
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed to employees, advisors, or other authorized recipients
7. Exceptions to Confidentiality: Standard exceptions such as public domain information, independently developed information, and legally required disclosures
8. Term and Survival: Duration of the agreement and survival of obligations after termination
9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
10. No Rights or Licenses: Clarification that no intellectual property rights are transferred through the disclosure of confidential information
11. Remedies: Available remedies in case of breach, including injunctive relief and damages
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for dispute resolution
13. General Provisions: Standard boilerplate clauses including severability, amendments, and entire agreement
1. Data Protection: Specific provisions for handling personal data under GDPR, required when confidential information includes personal data
2. Export Control: Provisions regarding compliance with export control laws, needed when dealing with technical data or international transfers
3. Non-Solicitation: Restrictions on soliciting employees or customers, included when parties want additional business protection
4. Announcements and Publicity: Restrictions on public announcements about the business relationship, relevant for public or sensitive companies
5. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-risk or regulated industries
6. Audit Rights: Rights to audit compliance with confidentiality obligations, useful for highly sensitive information
7. Force Majeure: Provisions for extraordinary events affecting performance, included in longer-term arrangements
1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information for each party
3. Schedule 3 - Security Measures: Specific technical and organizational measures required for protecting confidential information
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for Authorized Recipients to sign
Authors
Technology
Healthcare
Manufacturing
Professional Services
Financial Services
Biotechnology
Research & Development
Education
Telecommunications
Energy
Real Estate
Construction
Retail
Automotive
Aerospace
Chemical
Pharmaceutical
Software Development
Consulting
Entertainment
Legal
Business Development
Executive Leadership
Research and Development
Procurement
Commercial
Operations
Strategy
Finance
Corporate Development
Information Technology
Innovation
Product Development
Partnerships
Investment
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Business Development Manager
Chief Technology Officer
Research Director
Project Manager
Commercial Director
Innovation Manager
Procurement Manager
Contract Manager
Legal Counsel
Corporate Secretary
Chief Financial Officer
Head of Strategy
Operations Director
Partnership Manager
Investment Manager
Research Scientist
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