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Confidentiality And Non Circumvention Agreement
"I need a Confidentiality and Non-Circumvention Agreement for my Australian technology company that will be sharing sensitive software development information with a potential manufacturing partner in Singapore, with special attention to protecting our intellectual property and preventing them from approaching our existing clients."
1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Explains the context and purpose of the agreement, including the nature of the business relationship
3. Definitions: Defines key terms including 'Confidential Information', 'Circumvention', 'Authorized Purpose', and other relevant terms
4. Confidentiality Obligations: Details the core obligations regarding protection, non-disclosure, and permitted uses of confidential information
5. Non-Circumvention Obligations: Specifies restrictions on direct contact or business dealings that bypass the disclosing party
6. Permitted Disclosures: Outlines circumstances where confidential information may be disclosed, including to employees, advisors, or as required by law
7. Security Measures: Specifies required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Term and Survival: Specifies the duration of the agreement and which obligations survive termination
10. Breach and Remedies: Outlines consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and amendments
1. Intellectual Property Rights: Additional provisions protecting IP rights when the confidential information includes IP - recommended when sharing technical information or trade secrets
2. Non-Solicitation: Prevents poaching of employees or clients - useful when parties will have access to information about each other's human resources or client relationships
3. Data Protection Compliance: Specific obligations regarding personal data handling - necessary when confidential information includes personal data
4. Export Control Compliance: Requirements for handling export-controlled information - needed for international agreements or sensitive technical information
5. Publicity and Announcements: Restrictions on public statements about the relationship - useful for sensitive business relationships
6. Insurance Requirements: Obligations to maintain specific insurance coverage - relevant for high-value or high-risk information sharing
7. Audit Rights: Rights to audit compliance with security measures - important for highly sensitive information or regulated industries
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information covered by the agreement
2. Schedule 2 - Authorized Personnel: List of individuals authorized to access confidential information
3. Schedule 3 - Security Protocols: Detailed security requirements and procedures for handling confidential information
4. Schedule 4 - Approved Purpose: Detailed description of the permitted use of confidential information
5. Schedule 5 - Notice Details: Contact information and procedures for serving notices under the agreement
Authors
Technology & Software
Manufacturing
Financial Services
Healthcare & Pharmaceuticals
Professional Services
Real Estate
Energy & Resources
Retail & Consumer Goods
Media & Entertainment
Telecommunications
Biotechnology
Construction & Engineering
Education & Training
Research & Development
Legal
Business Development
Executive Leadership
Finance
Procurement
Research & Development
Sales
Operations
Compliance
Information Technology
Strategic Planning
Corporate Development
Investment
Innovation
Chief Executive Officer
Business Development Manager
Legal Counsel
Chief Financial Officer
Investment Manager
Procurement Manager
Research Director
Project Manager
Sales Director
Strategic Partnership Manager
Innovation Manager
Compliance Officer
Operations Manager
Chief Technology Officer
Venture Capital Manager
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