This Reciprocal Confidentiality Agreement is designed for situations where two parties need to share sensitive information while exploring potential business opportunities or conducting due diligence. It provides a framework under English and Welsh law for protecting confidential information exchanged between parties, including trade secrets, business plans, technical data, and other proprietary information. The agreement ensures that both parties have equivalent obligations and protections, making it particularly suitable for negotiations between entities of similar standing.
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1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including definition of Confidential Information
4. Obligations of Confidentiality: Core obligations regarding use and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed
6. Term and Termination: Duration of the agreement and termination provisions
7. Return or Destruction of Confidential Information: Obligations regarding confidential information upon termination
8. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction
1. Data Protection: GDPR compliance provisions for handling personal data
2. International Transfers: Provisions governing cross-border transfers of confidential information
3. Intellectual Property Rights: Protection of IP rights in shared information and related provisions
4. Non-Solicitation: Restrictions on hiring other party's employees or engaging with their business contacts
5. Warranties and Indemnities: Additional protections, representations and obligations between parties
1. Schedule of Authorised Recipients: List of individuals or roles authorized to receive confidential information
2. Schedule of Specific Confidential Information: Detailed categorization and list of confidential information covered by the agreement
3. Data Processing Schedule: Details of data processing activities and compliance requirements for personal data
4. Security Requirements Schedule: Specific security measures and protocols required for protecting confidential information
Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
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