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1. Parties: Identification of the disclosing party and the receiving vendor, including full legal names and registered addresses
2. Background: Context of the vendor relationship and purpose of sharing confidential information
3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Authorized Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination
9. Term and Survival: Duration of the agreement and survival of obligations after termination
10. Breach and Remedies: Consequences of breach and available remedies
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Data Privacy Compliance: Additional provisions when confidential information includes personal data subject to the Personal Data (Privacy) Ordinance
2. Intellectual Property Rights: Specific provisions regarding IP rights when confidential information includes trade secrets or proprietary technology
3. Non-Competition: Restrictions on competitive activities, used when vendor may gain competitive advantage from confidential information
4. Non-Solicitation: Restrictions on soliciting employees or customers, used when vendor has access to sensitive relationship information
5. Insurance Requirements: Obligations to maintain specific insurance coverage, used for high-risk vendor relationships
6. Audit Rights: Rights to audit vendor's compliance with confidentiality obligations, used for critical vendor relationships
7. Force Majeure: Provisions for unexpected events affecting ability to maintain confidentiality
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for protecting confidential information
4. Schedule 4 - Permitted Purpose: Detailed description of the permitted uses of confidential information
5. Appendix A - Data Processing Requirements: Specific requirements for handling personal data, if applicable
6. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
Technology
Manufacturing
Professional Services
Healthcare
Financial Services
Retail
Telecommunications
Research and Development
Biotechnology
Construction
Energy
Consulting
Legal
Procurement
Vendor Management
Information Security
Compliance
Risk Management
Operations
Information Technology
Finance
Supply Chain
Business Development
Data Protection
Legal Counsel
Procurement Manager
Vendor Management Officer
Chief Information Security Officer
Data Protection Officer
Compliance Manager
Risk Manager
Contract Administrator
Chief Technology Officer
Operations Director
Supply Chain Manager
Information Security Manager
Chief Financial Officer
General Counsel
Business Development Manager
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