This Indemnity Confidentiality Agreement is designed for situations where standard confidentiality agreements may not provide sufficient protection due to the highly sensitive nature of the information being disclosed or the potential magnitude of damage from unauthorized disclosure. The document is particularly relevant for business relationships involving valuable trade secrets, proprietary technology, or sensitive commercial information in Denmark. It combines traditional confidentiality provisions with specific indemnification obligations, ensuring the receiving party bears financial responsibility for any breaches. The agreement is structured to comply with Danish law, including the Danish Trade Secrets Act and relevant EU regulations, making it suitable for both domestic Danish operations and international business relationships where Danish law is chosen as the governing law.
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Key Requirements PROMPT example:
Indemnity Confidentiality Agreement
I need an Indemnity Confidentiality Agreement under Danish law for a pharmaceutical research collaboration with a biotech startup, with particular emphasis on protecting our clinical trial data and requiring strong indemnification for any unauthorized disclosure of research methods.
1. Parties: Identification of the parties entering into the agreement
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Definitions of key terms, including 'Confidential Information', 'Permitted Purpose', and 'Representatives'
4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed
6. Security Measures: Required security measures for protecting confidential information
7. Indemnification: Specific indemnification obligations and process for claiming indemnification
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination
9. Term and Termination: Duration of the agreement and termination provisions
10. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Specific provisions for GDPR compliance - include when personal data is involved
2. Intellectual Property Rights: Provisions clarifying IP ownership - include when confidential information includes IP
3. Representatives and Third Parties: Provisions governing disclosure to and obligations of representatives - include when third party access is anticipated
4. Insurance Requirements: Specific insurance obligations - include for high-value or high-risk situations
5. Audit Rights: Rights to audit compliance - include for complex or high-risk relationships
6. Specific Industry Compliance: Industry-specific compliance requirements - include based on sector (e.g., financial services, healthcare)
1. Schedule 1 - Specified Confidential Information: Detailed description or categories of confidential information covered
2. Schedule 2 - Permitted Purpose: Detailed description of the permitted use of confidential information
3. Schedule 3 - Security Measures: Specific security measures and protocols required
4. Schedule 4 - Authorized Representatives: List of authorized representatives who may access confidential information
5. Schedule 5 - Data Processing Terms: Detailed GDPR-compliant data processing terms if personal data is involved
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Pharmaceuticals
Biotechnology
Financial Services
Manufacturing
Research & Development
Healthcare
Energy
Professional Services
Telecommunications
Defense
Aerospace
Chemical Industry
Industrial Technology
Clean Technology
Relevant Teams
Legal
Compliance
Information Security
Research and Development
Executive Leadership
Information Technology
Business Development
Risk Management
Intellectual Property
Commercial Operations
Corporate Development
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Chief Technology Officer
Chief Information Officer
Research Director
Head of Innovation
Business Development Director
Chief Financial Officer
Intellectual Property Manager
Compliance Officer
Risk Manager
Commercial Director
Partnership Manager
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