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Non Use Agreement for the Netherlands

Non Use Agreement Template for Netherlands

A Non-Use Agreement under Dutch law is a legally binding contract that restricts one party from using specific information, technology, processes, or other assets belonging to another party. This agreement is governed by Dutch civil law, particularly the Burgerlijk Wetboek and the Wet bescherming bedrijfsgeheimen (Trade Secrets Act), providing robust protection for proprietary information and trade secrets. The document establishes clear obligations regarding non-use, security measures, and consequences of breach, while ensuring compliance with Dutch legal requirements and enforcement mechanisms.

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Non Use Agreement

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What is a Non Use Agreement?

This Non-Use Agreement template is designed for situations where a party needs to legally prevent another party from using specific proprietary information, technology, processes, or other assets. It is particularly valuable in scenarios involving potential competitors, former employees, or business partners who have legitimate access to sensitive information but must be restricted from using it. The agreement, governed by Dutch law, incorporates key provisions from the Burgerlijk Wetboek and Wet bescherming bedrijfsgeheimen, ensuring robust protection and enforcement mechanisms. It is commonly used in commercial transactions, employment transitions, joint ventures, and other business arrangements where protecting proprietary assets is crucial.

What sections should be included in a Non Use Agreement?

1. Parties: Identification and details of the disclosing party and receiving party

2. Background: Context of the agreement, relationship between parties, and purpose of the non-use arrangement

3. Definitions: Definitions of key terms including Protected Information, Affiliated Entities, and other relevant terms

4. Scope of Protected Information: Detailed description of information, materials, or assets subject to non-use restrictions

5. Non-Use Obligations: Core obligations regarding non-use of Protected Information, including specific prohibited activities

6. Security Measures: Required measures to prevent unauthorized access or inadvertent use of Protected Information

7. Term and Termination: Duration of non-use obligations and termination provisions

8. Return or Destruction: Requirements for handling Protected Information upon termination

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

10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

What sections are optional to include in a Non Use Agreement?

1. Permitted Uses: Include when certain limited uses of the Protected Information are allowed under specific circumstances

2. Audit Rights: Include when the disclosing party requires rights to audit compliance with non-use obligations

3. Insurance: Include when specific insurance coverage is required to cover potential breaches

4. Third Party Rights: Include when rights need to be extended to or restricted from third parties

5. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration before court proceedings

6. Survival: Include when certain obligations need to explicitly survive termination

7. Assignment: Include when transfer of rights needs to be specifically addressed

8. Force Majeure: Include when certain events should excuse compliance with obligations

What schedules should be included in a Non Use Agreement?

1. Schedule 1 - Protected Information: Detailed list or description of specific information, materials, or assets subject to non-use restrictions

2. Schedule 2 - Security Protocols: Specific security measures and protocols required for compliance

3. Schedule 3 - Authorized Representatives: List of individuals authorized to handle Protected Information

4. Appendix A - Destruction Certificate: Template certificate confirming destruction of Protected Information

5. Appendix B - Compliance Checklist: Checklist for periodic compliance verification

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 | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Document Type

Use Agreement

Cost

Free to use
Relevant legal definitions






























Clauses
























Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Biotechnology

Financial Services

Professional Services

Research & Development

Automotive

Energy

Telecommunications

Software Development

Industrial Design

Chemical Industry

Relevant Teams

Legal

Intellectual Property

Research and Development

Human Resources

Information Security

Executive Leadership

Business Development

Compliance

Innovation

Commercial Operations

Relevant Roles

Legal Counsel

Intellectual Property Manager

Chief Technology Officer

Research Director

Business Development Manager

Human Resources Director

Chief Executive Officer

Innovation Manager

Compliance Officer

Chief Information Security Officer

Project Manager

Commercial Director

Chief Financial Officer

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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