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Non Disclosure Agreement IT Services
1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, nature of the IT services relationship, and purpose of sharing confidential information
3. Definitions: Clear definitions of key terms including 'Confidential Information', 'IT Services', 'Authorized Personnel', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the IT services context, including technical data, source code, algorithms, and business processes
5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure requirements, and permitted uses of confidential information
6. Data Protection Compliance: Specific obligations regarding personal data handling under Danish Data Protection Act and GDPR
7. Security Measures: Required technical and organizational security measures for protecting confidential information
8. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
9. Breach and Remedies: Consequences of breach, available remedies, and indemnification provisions
10. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for dispute resolution
1. Return or Destruction of Information: Procedures for returning or destroying confidential information upon termination - optional if parties prefer to handle this in a separate document
2. IT Systems Access: Specific provisions regarding access to IT systems and infrastructure - needed when direct system access is provided
3. Subcontractors: Provisions governing disclosure to and obligations of subcontractors - required when subcontractors will be involved
4. Audit Rights: Rights to audit compliance with the NDA - useful for high-sensitivity information or regulatory requirements
5. Insurance Requirements: Specific insurance requirements for data protection - relevant for high-value or sensitive projects
6. Non-Solicitation: Restrictions on soliciting employees or clients - relevant when there's significant employee interaction
7. Survival Clause: Specification of which provisions survive termination - optional if covered in main termination clause
1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information covered by the agreement
2. Schedule 2 - Authorized Personnel: List of personnel authorized to access confidential information (can be updated periodically)
3. Schedule 3 - Security Protocols: Detailed technical and organizational security measures required for protecting confidential information
4. Schedule 4 - Data Processing Requirements: Specific requirements for processing personal data under GDPR and Danish law
5. Appendix A - Incident Response Plan: Procedures for handling and reporting security incidents or data breaches
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