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Non Disclosure Form Template for Netherlands

A comprehensive Non-Disclosure Agreement (NDA) governed by Dutch law, designed to protect confidential information exchanged between parties during business discussions, negotiations, or collaborative arrangements. This document incorporates requirements from the Dutch Civil Code (Burgerlijk Wetboek) and the Trade Secrets Act (Wet bescherming bedrijfsgeheimen), while also addressing GDPR compliance where personal data is involved. The agreement provides robust protection for trade secrets, proprietary information, and other confidential materials, with specific enforcement mechanisms available under Dutch jurisdiction.

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What is a Non Disclosure Form?

This Non-Disclosure Form is essential for businesses and individuals operating under Dutch law who need to protect confidential information during business discussions, negotiations, or partnerships. The document is particularly relevant when parties need to share sensitive information such as trade secrets, technical specifications, business strategies, or customer data. It incorporates key requirements from Dutch legislation, including the Civil Code and Trade Secrets Act, while also addressing GDPR compliance where necessary. The agreement is commonly used in situations ranging from potential business partnerships and investment discussions to employee relationships and contractor engagements. Its flexible structure allows for customization based on specific confidentiality needs while maintaining enforceability under Dutch jurisdiction.

What sections should be included in a Non Disclosure Form?

1. Parties: Identification and details of the disclosing and receiving parties, including registered addresses and company registration numbers

2. Background: Context of the agreement and 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 security measures

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and legal requirements

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

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Non Disclosure Form?

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

2. Intellectual Property Rights: Needed when confidential information includes IP-protected materials

3. Non-Solicitation: Optional clause preventing solicitation of employees or customers

4. Export Control: Required when confidential information may be subject to export control regulations

5. Residual Knowledge: Optional clause addressing use of non-confidential knowledge retained in memory

6. Competition Law Compliance: Required when parties are competitors or in sensitive market positions

7. Assignment and Succession: Optional section dealing with corporate restructuring or change of control

8. Security Requirements: Detailed security measures required for specific types of sensitive information

What schedules should be included in a Non Disclosure Form?

1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific purpose for which confidential information may be used

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 for handling confidential information

4. Schedule 4 - Information Classification Guidelines: Guidelines for categorizing different types of confidential information

5. Appendix A - Form of Acknowledgment: Template for representatives to acknowledge confidentiality obligations

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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