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Software Non Disclosure Agreement Template for Belgium

A comprehensive non-disclosure agreement specifically tailored for software-related confidential information, governed by Belgian law and compliant with EU regulations. This document provides robust protection for software-related trade secrets, including source code, development methodologies, algorithms, and technical specifications. It incorporates specific provisions required under Belgian legislation and EU directives, particularly addressing data protection requirements under GDPR and the Belgian Data Protection Act, while ensuring comprehensive coverage of software-specific confidentiality needs in technical environments.

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What is a Software Non Disclosure Agreement?

This Software Non-Disclosure Agreement is essential for any business engagement involving the sharing of sensitive software-related information in Belgium. It is specifically designed to comply with Belgian law and EU regulations, including the Belgian Trade Secrets Act and GDPR requirements. The document is typically used when sharing source code, development methodologies, technical specifications, or other software-related confidential information with third parties, whether for potential business relationships, development projects, or software licensing arrangements. It includes specific provisions for technical data protection, source code handling, and software development processes, making it distinct from general NDAs. The agreement is particularly important in the software industry where intellectual property and technical know-how are critical business assets requiring strong legal protection.

What sections should be included in a Software Non Disclosure Agreement?

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 nature of the business relationship

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Software', 'Trade Secrets', and 'Permitted Purpose'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, particularly regarding software specifications, source code, and related documentation

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information

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

7. Data Protection Compliance: GDPR and Belgian Data Protection Act compliance requirements

8. Security Measures: Required technical and organizational measures to protect confidential information

9. Term and Survival: Duration of the agreement and obligations that survive termination

10. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination

11. Breach and Remedies: Consequences of breach and available remedies under Belgian law

12. General Provisions: Standard clauses including notices, amendments, severability, and governing law

What sections are optional to include in a Software Non Disclosure Agreement?

1. Intellectual Property Rights: Additional provisions protecting IP rights when the confidential information includes patentable innovations or copyrightable works

2. Third Party Disclosure: Specific provisions for cases where third party contractors or consultants need access to confidential information

3. International Transfer of Data: Required when confidential information will be transferred outside the EU/EEA

4. Source Code Protection: Enhanced protection measures specifically for source code access and handling

5. Competitive Restrictions: Non-compete and non-solicitation provisions, if relevant to the business relationship

6. Audit Rights: Rights to audit the receiving party's compliance with security measures

7. Insurance Requirements: Obligations to maintain specific insurance coverage for data breaches or confidentiality breaches

What schedules should be included in a Software Non Disclosure Agreement?

1. Schedule 1 - Designated Representatives: List of authorized personnel who may access confidential information

2. Schedule 2 - Security Protocols: Detailed technical and organizational security measures required

3. Schedule 3 - Specific Confidential Information: Detailed list or categories of confidential information covered

4. Appendix A - Data Processing Terms: Specific terms for handling personal data under GDPR when applicable

5. Appendix B - Incident Response Plan: Procedures for handling and reporting security incidents or breaches

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

Jurisdiction

Belgium

Cost

Free to use

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