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Vendor Non Disclosure Agreement Template for Netherlands

A comprehensive non-disclosure agreement governed by Dutch law, designed to protect confidential information shared with vendors during business relationships. This document ensures compliance with Dutch civil code requirements and the EU Trade Secrets Directive, while incorporating necessary provisions for data protection under GDPR. It establishes clear obligations for vendors regarding the handling of confidential information, includes specific security measures, and provides robust enforcement mechanisms under Dutch jurisdiction. The agreement balances practical business needs with legal protection, ensuring both parties can effectively collaborate while maintaining information security.

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What is a Vendor Non Disclosure Agreement?

The Vendor Non Disclosure Agreement is essential for companies operating under Dutch law who need to share sensitive information with vendors while maintaining confidentiality and legal protection. This document is typically used before engaging in detailed business discussions, during vendor onboarding, or when existing vendors require access to confidential information. It incorporates key requirements from Dutch contract law, the Trade Secrets Act (Wet bescherming bedrijfsgeheimen), and where applicable, GDPR compliance measures. The agreement is structured to protect trade secrets, technical information, business strategies, and other proprietary information while facilitating necessary business relationships. It's particularly important in the Dutch business context where international trade and vendor relationships often require robust confidentiality protections that align with both Dutch and EU legal frameworks.

What sections should be included in a Vendor Non Disclosure Agreement?

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the vendor), including full legal names and registered addresses

2. Background: Context of the business relationship and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Authorized Purpose', 'Authorized Representatives', and 'Affiliated Companies'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information and explicit exclusions

5. Confidentiality Obligations: Core obligations regarding protection, non-disclosure, and restricted use of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared, including with employees and professional advisors

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

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

9. Term and Survival: Duration of the agreement and surviving obligations after termination

10. Breach and Remedies: Consequences of breach, including remedies and enforcement rights

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

What sections are optional to include in a Vendor Non Disclosure Agreement?

1. Data Protection: Required when confidential information includes personal data, ensuring GDPR compliance

2. Intellectual Property Rights: Include when confidential information involves IP rights or when development work is contemplated

3. Non-Solicitation: Optional restriction on soliciting employees or customers, if relevant to the vendor relationship

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

5. Reverse Engineering: Include when protecting technical information or trade secrets that could be reverse engineered

6. Residual Knowledge: Optional clause addressing use of retained knowledge by vendor's personnel

7. Force Majeure: Include for long-term NDAs or when specific security measures are required that might be affected by external events

What schedules should be included in a Vendor Non Disclosure Agreement?

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

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

4. Schedule 4 - Approved Subcontractors: If applicable, list of approved subcontractors who may access confidential information

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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