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Non Disclosure Agreement For Suppliers
"I need a Non Disclosure Agreement For Suppliers that will be used with our technology vendors who will have access to our proprietary software code and customer database; it needs to be especially strict about data security and include provisions for regular security audits."
1. Parties: Identification of the disclosing party (typically the company) and receiving party (the supplier), including full legal names, ABNs, and registered addresses
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including storage, handling, and protection of confidential information
6. Permitted Use and Disclosure: Specific circumstances under which confidential information may be used or disclosed
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information upon request or termination
9. Term and Survival: Duration of the agreement and which obligations survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions specifically addressing IP ownership and rights when the confidential information includes IP - used when dealing with technical or creative suppliers
2. Data Privacy Compliance: Specific obligations regarding personal information handling under Privacy Act 1988 - used when confidential information includes personal data
3. Third Party Disclosure: Provisions for allowing disclosure to specific third parties like subcontractors - used when supplier needs to involve other parties
4. International Transfer of Information: Provisions for cross-border data transfers - used when supplier operates internationally
5. Competing Projects: Provisions addressing supplier's work with competitors - used in highly competitive industries
6. Insurance Requirements: Specific insurance requirements for information security - used for high-value or sensitive information
7. Audit Rights: Right to audit supplier's compliance with confidentiality obligations - used for critical suppliers or highly sensitive information
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Permitted Purpose Details: Detailed description of the specific purposes for which confidential information may be used
5. Appendix A - Data Handling Procedures: Step-by-step procedures for handling, storing, and disposing of confidential information
Authors
Manufacturing
Technology
Professional Services
Healthcare
Financial Services
Retail
Construction
Mining
Telecommunications
Education
Research & Development
Defense
Agriculture
Energy
Transportation & Logistics
Legal
Procurement
Supply Chain
Vendor Management
Operations
Finance
Compliance
Risk Management
Information Security
Research & Development
Commercial
Business Development
Procurement Manager
Legal Counsel
Supply Chain Director
Vendor Management Specialist
Contract Administrator
Chief Financial Officer
Operations Manager
Project Manager
Risk Management Officer
Compliance Officer
Commercial Manager
Business Development Manager
Chief Technology Officer
Information Security Officer
Research & Development Director
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