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Non Disclosure Agreement For Software Development
"I need a Non Disclosure Agreement For Software Development to protect our proprietary AI algorithms and source code while working with an offshore development team in Manila, with special emphasis on cross-border data transfer and cloud security provisions, starting March 2025."
1. Parties: Identification of the disclosing and receiving parties, including their legal names, addresses, and corporate details
2. Background: Context of the agreement, including the nature of the software development project and the purpose of sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Software', 'Intellectual Property', and 'Trade Secrets'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the software development context
5. Obligations of Receiving Party: Core confidentiality obligations, including protection measures, non-use, non-disclosure, and return of information
6. Permitted Disclosures: Circumstances under which confidential information may be shared with employees, contractors, or legal authorities
7. Term and Survival: Duration of the agreement and which obligations survive termination
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon agreement termination
9. Remedies: Legal remedies available in case of breach, including injunctive relief and damages
10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Non-Solicitation: Prevents poaching of employees/contractors, used when there's direct interaction with development team members
2. Data Privacy Compliance: Specific provisions for compliance with the Data Privacy Act, used when personal data processing is involved
3. Source Code Protection: Additional provisions specifically protecting source code, used for full-stack development projects
4. Cloud Services and Security: Special provisions for cloud-based development environments, used when cloud services are involved
5. International Transfer of Data: Provisions for cross-border data transfers, used when development involves international parties
6. Escrow Arrangements: Provisions for source code escrow, used in major enterprise software development projects
1. Schedule A - Specified Confidential Information: Detailed list of specific confidential information types covered by the agreement
2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule C - Security Protocols: Specific security measures and protocols to be followed
4. Appendix 1 - Project Scope: Brief description of the software development project context
5. Appendix 2 - Approved Subcontractors: List of approved third-party contractors who may access confidential information
Authors
Information Technology
Software Development
Financial Services
Healthcare Technology
E-commerce
Telecommunications
Business Process Outsourcing
Manufacturing Technology
Educational Technology
Government Technology Services
Legal
Information Technology
Software Development
Project Management
Procurement
Information Security
Compliance
Operations
Business Development
Technical Architecture
Quality Assurance
Chief Technology Officer
Software Development Manager
Project Manager
Legal Counsel
Contract Manager
Software Engineer
System Architect
Technical Lead
IT Director
Chief Information Officer
Procurement Manager
Business Development Manager
Operations Manager
Information Security Officer
Compliance Officer
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