The Non-Employee Confidentiality Agreement serves as a crucial legal instrument for businesses operating under Danish law that need to share sensitive information with external parties while maintaining confidentiality. This document is essential when engaging with consultants, vendors, service providers, or other third parties who require access to proprietary information but are not employees of the company. It incorporates provisions from the Danish Trade Secrets Act and relevant EU regulations, ensuring comprehensive protection of confidential information including trade secrets, technical knowledge, business strategies, and customer data. The agreement is particularly relevant in today's business environment where companies frequently collaborate with external partners while needing to maintain control over their sensitive information. It provides clear mechanisms for defining confidential information, establishing handling requirements, and specifying remedies in case of breach.
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Key Requirements PROMPT example:
Non Employee Confidentiality Agreement
I need a Non-Employee Confidentiality Agreement for a software development consultant who will have access to our proprietary source code and customer data starting March 2025, with specific provisions for remote work security and source code protection.
1. Parties: Identification of the disclosing party and receiving party, including full legal names and addresses
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Clear definitions of 'Confidential Information', 'Trade Secrets', 'Permitted Purpose' and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees or professional advisors
7. Security Measures: Required measures for protecting and securing confidential information
8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination
9. Term and Termination: Duration of the agreement and termination provisions
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
12. General Provisions: Standard provisions including severability, amendments, and entire agreement
1. Intellectual Property Rights: Section clarifying that no IP rights are transferred through the disclosure of confidential information
2. Data Protection Compliance: Specific provisions for compliance with GDPR when confidential information includes personal data
3. Non-Competition: Additional restrictions on competitive activities, if relevant to the relationship
4. Export Control: Provisions regarding compliance with export control laws for international relationships
5. Subcontractors: Terms governing the use of subcontractors and their obligations regarding confidential information
6. Insurance Requirements: Obligations to maintain specific insurance coverage for potential breaches
7. Audit Rights: Rights to audit the receiving party's compliance with confidentiality obligations
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of specific confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may receive or handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Approved Subcontractors: If applicable, list of pre-approved subcontractors who may access confidential information
5. Schedule 5 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Healthcare
Financial Services
Biotechnology
Research & Development
Retail
Energy
Telecommunications
Media & Entertainment
Construction
Education
Pharmaceuticals
Relevant Teams
Legal
Procurement
Human Resources
Information Security
Research & Development
Business Development
Finance
Compliance
Operations
Information Technology
External Relations
Innovation
Relevant Roles
Legal Counsel
Business Development Manager
Chief Technology Officer
Procurement Manager
Human Resources Director
Information Security Officer
Project Manager
Research Director
Operations Manager
Chief Financial Officer
Innovation Manager
Compliance Officer
External Relations Manager
Strategic Partnership Director
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