This Boilerplate Confidentiality Agreement serves as a standardized template for protecting confidential information under Dutch law. It is designed for use in various business contexts where parties need to share sensitive information while ensuring legal protection. The document incorporates essential elements required by Dutch civil law and EU regulations, including provisions for data protection under GDPR where relevant. This template is particularly useful for businesses operating in the Netherlands or engaging with Dutch entities, providing a foundation that can be customized based on specific business needs while maintaining compliance with Dutch legal requirements. The Boilerplate Confidentiality Agreement includes comprehensive provisions for defining confidential information, establishing usage restrictions, and outlining security measures, making it suitable for both domestic Dutch operations and international business relationships governed by Dutch law.
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1. Parties: Identification of the parties entering into the agreement, including full legal names and registered addresses
2. Background: Context of the agreement and the purpose for sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration and Survival: Term of the agreement and survival of obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
1. Data Protection Compliance: Additional provisions for GDPR compliance when confidential information includes personal data
2. Intellectual Property Rights: Specific provisions regarding IP rights when confidential information includes patentable or copyrightable material
3. Non-Solicitation: Restrictions on soliciting employees or customers, included when there's a specific business relationship risk
4. Export Control: Provisions for international transfers of technical data or technology
5. Competitive Activity: Restrictions on competitive activities, when relevant to the business relationship
6. Assignment and Subcontracting: Specific provisions about transferring rights or obligations, included for complex business relationships
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 or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Retail
Energy
Telecommunications
Life Sciences
Real Estate
Media and Entertainment
Education
Research and Development
Construction
Logistics
Relevant Teams
Legal
Human Resources
Executive Leadership
Business Development
Information Technology
Research and Development
Finance
Operations
Procurement
Compliance
Sales
Security
Investment
Corporate Development
Administrative
Relevant Roles
Chief Executive Officer
General Counsel
Legal Counsel
Business Development Manager
Human Resources Director
Chief Technology Officer
Project Manager
Research Director
Chief Financial Officer
Procurement Manager
Operations Director
Investment Manager
Sales Director
IT Security Manager
Compliance Officer
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