The Indemnity Confidentiality Agreement is essential for business relationships where parties need to share sensitive information while establishing clear accountability and protection mechanisms. This document is particularly relevant in the United States business environment, where federal and state laws provide robust protection for trade secrets and confidential information. It should be used when parties need to not only protect confidential information but also require specific assurances regarding liability and compensation for potential breaches or unauthorized disclosures. The agreement typically includes detailed provisions about what constitutes confidential information, security requirements, permitted uses, disclosure restrictions, and comprehensive indemnification clauses. It's commonly used in business transactions, partnerships, vendor relationships, and consulting arrangements where valuable proprietary information needs to be shared and protected.
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1. Parties: Identifies and defines the parties to the agreement, including their legal names, addresses, and any defined terms for referring to them
2. Background: Sets out the context and purpose of the agreement, including the nature of the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information', 'Indemnified Parties', and other relevant terms
4. Confidentiality Obligations: Details the core obligations regarding the protection, use, and non-disclosure of confidential information
5. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
6. Security Measures: Outlines the required security measures and standards for protecting confidential information
7. Indemnification: Details the scope of indemnification, including covered losses and procedures for claiming indemnification
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Term and Termination: Specifies the duration of the agreement and circumstances for termination
10. General Provisions: Standard contractual provisions including governing law, jurisdiction, entire agreement, and amendments
1. Non-Competition: Restrictions on competitive activities, included when there's a risk of competitive use of confidential information
2. Non-Solicitation: Restrictions on soliciting employees or customers, included when protecting business relationships is crucial
3. Insurance Requirements: Specifies required insurance coverage to support indemnification obligations
4. Data Privacy Compliance: Specific obligations regarding personal data protection, included when personal data is involved
5. Export Control Compliance: Requirements for compliance with export control laws, included when dealing with controlled technical data
6. Audit Rights: Rights to audit compliance with confidentiality obligations, included for high-risk or regulated relationships
7. Alternative Dispute Resolution: Procedures for resolving disputes through mediation or arbitration, included when preferred over litigation
1. Schedule 1 - Confidential Information: Detailed description or categories of information considered confidential under the agreement
2. Schedule 2 - Security Requirements: Specific technical and organizational security measures required for protecting confidential information
3. Schedule 3 - Authorized Recipients: List of individuals or roles authorized to access confidential information
4. Appendix A - Notice Requirements: Procedures and contact details for required notices under the agreement
5. Appendix B - Data Handling Procedures: Detailed procedures for handling, storing, and destroying confidential information
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