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Deed Of Non Disclosure Template for Netherlands

A comprehensive legal document governed by Dutch law that establishes binding confidentiality obligations between parties through a formal deed structure. This document provides enhanced enforceability compared to standard NDAs due to its execution as a deed under Dutch notarial supervision. It includes detailed provisions for protecting confidential information, specific security measures, handling requirements, and remedies for breach, while ensuring compliance with Dutch Civil Code requirements for deeds and relevant EU regulations such as GDPR where applicable.

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What is a Deed Of Non Disclosure?

The Deed of Non-Disclosure serves as a crucial legal instrument under Dutch law for protecting confidential information in business relationships and transactions. This document is particularly important when parties need the enhanced enforceability and evidentiary value provided by a notarial deed structure, as opposed to a standard NDA. It is commonly used in situations involving significant intellectual property, sensitive business information, or complex commercial transactions where parties require maximum legal protection. The deed format provides additional security through formal execution requirements and notarial involvement, making it especially suitable for high-stakes business relationships, mergers and acquisitions, joint ventures, or when dealing with valuable trade secrets. This document must comply with specific requirements of the Dutch Civil Code and the Dutch Civil Law Notaries Act, while also considering EU regulations where applicable.

What sections should be included in a Deed Of Non Disclosure?

1. Parties: Formal identification of all parties to the deed, including full legal names, addresses, and registration details as required for Dutch notarial deeds

2. Background: Context of the agreement and relationship between parties, including the nature of the confidential information to be shared

3. Definitions: Detailed definitions of key terms, particularly 'Confidential Information', 'Permitted Purpose', and other relevant terms

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and the extent of protection

5. Obligations of Receiving Party: Core confidentiality obligations, including handling, protection, and non-disclosure requirements

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

7. Security Measures: Required security measures for protecting confidential information

8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination

9. Duration and Survival: Term of the agreement and which obligations survive termination

10. Breach and Remedies: Consequences of breach and available remedies, including penalties and injunctive relief

11. General Provisions: Standard deed provisions including governing law, jurisdiction, and execution requirements under Dutch law

What sections are optional to include in a Deed Of Non Disclosure?

1. Data Protection: Required when confidential information includes personal data subject to GDPR

2. Intellectual Property: When confidential information includes IP rights or when IP might be created during the relationship

3. Non-Competition: When parties wish to include restrictions on competitive activities

4. Non-Solicitation: When parties wish to prevent solicitation of employees or customers

5. Export Control: When confidential information is subject to export control regulations

6. Group Company Provisions: When either party needs to share information with group companies

7. Reverse Engineering: When technical information or trade secrets are involved that could be reverse engineered

What schedules should be included in a Deed Of Non Disclosure?

1. Schedule 1 - Description of Confidential Information: Detailed listing or categorization of the confidential information covered

2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for authorized recipients to sign

5. Appendix B - Data Processing Requirements: GDPR-specific requirements if personal data is involved

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Netherlands

Cost

Free to use

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