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Non Disclosure Non Circumvention Agreement
"I need a Non-Disclosure Non-Circumvention Agreement under Dutch law for a potential joint venture between my tech startup and an established manufacturer, where we'll be sharing sensitive product designs and customer relationships during our discussions starting January 2025."
1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration details if applicable
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Protected Relationships', 'Representatives', and 'Trade Secrets'
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Non-Circumvention Obligations: Prohibitions on bypassing the disclosing party in business relationships and dealings
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and when required by law
7. Security Measures: Required measures for protecting confidential information and preventing unauthorized access
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 which obligations survive termination
10. Breach and Remedies: Consequences of breach, including injunctive relief and liquidated damages
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Data Protection: Specific provisions for handling personal data under GDPR, required when confidential information includes personal data
2. Intellectual Property Rights: Clarification of IP ownership and licenses, needed when confidential information includes IP
3. Non-Solicitation: Prevents poaching of employees/clients, included when parties have access to each other's human resources
4. Audit Rights: Right to audit compliance with the agreement, useful for high-value or high-risk relationships
5. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-value transactions
6. Force Majeure: Provisions for unforeseen circumstances, optional but recommended for long-term agreements
7. Assignment and Succession: Rules for transferring rights under the agreement, important for corporate parties
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Protected Relationships: List of specific business relationships, clients, or opportunities subject to non-circumvention
3. Schedule 3 - Authorized Representatives: Named individuals or roles authorized to receive confidential information
4. Schedule 4 - Security Protocols: Specific security measures and procedures required for handling confidential information
5. Schedule 5 - Permitted Purpose: Detailed description of the specific business purpose for which confidential information may be used
Authors
Technology
Financial Services
Manufacturing
Healthcare
Professional Services
Real Estate
Energy
Telecommunications
Biotechnology
Research & Development
Entertainment & Media
E-commerce
Logistics & Supply Chain
Construction
Educational Services
Legal
Business Development
Executive Leadership
Corporate Development
Finance
Operations
Research & Development
Sales
Strategic Planning
Compliance
Risk Management
Information Technology
Procurement
Innovation
Chief Executive Officer
Business Development Manager
Chief Financial Officer
Legal Counsel
Corporate Development Director
Investment Manager
Strategy Director
Operations Manager
Research Director
Project Manager
Innovation Manager
Partnership Manager
Procurement Manager
Sales Director
Technology Officer
Compliance Officer
Risk Manager
Merger & Acquisition Specialist
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