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Information Disclosure Agreement

Information Disclosure Agreement Template for Canada

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Key Requirements PROMPT example:

Information Disclosure Agreement

"I need an Information Disclosure Agreement for a technology partnership between my Canadian software company and a UK-based AI developer, with specific provisions for source code protection and cloud security requirements, to be effective from March 2025."

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Document background
An Information Disclosure Agreement is essential in business situations where confidential or proprietary information needs to be shared between parties while maintaining its secrecy and protecting the disclosing party's interests. This document, governed by Canadian law, is commonly used during business negotiations, due diligence processes, employment relationships, or collaborative ventures. It ensures compliance with Canadian federal and provincial privacy laws, including PIPEDA where applicable, and provides legal recourse in case of unauthorized disclosure. The agreement typically covers various types of confidential information including trade secrets, proprietary technology, customer data, financial information, and business strategies, while establishing clear protocols for handling and protecting such information.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names and addresses

2. Background: Context of the agreement, purpose of information sharing, and relationship between the parties

3. Definitions: Key terms including 'Confidential Information', 'Authorized Representatives', 'Permitted Purpose', and other relevant definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including duty to maintain secrecy and standard of care

6. Permitted Uses and Disclosures: Specific circumstances under which confidential information may be used or disclosed

7. Security Measures: Required procedures and safeguards for protecting confidential information

8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

9. Term and Termination: Duration of the agreement and termination provisions

10. Survival: Obligations that continue after termination of the agreement

11. Remedies: Available remedies in case of breach, including injunctive relief

12. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments

Optional Sections

1. Personal Information Protection: Additional provisions for compliance with PIPEDA when personal information may be shared

2. Trade Secrets: Special provisions for handling trade secrets requiring additional protection

3. Intellectual Property Rights: Clarification of IP ownership and rights when technical or proprietary information is involved

4. Export Controls: Provisions for compliance with export control laws when international transfers may occur

5. Data Privacy Compliance: Specific provisions for compliance with provincial privacy laws

6. Competitive Restrictions: Non-compete or non-solicitation provisions where relevant to the information sharing

7. Information Security Standards: Detailed technical requirements for information security when dealing with sensitive technical data

8. Auditing Rights: Provisions allowing audit of information handling when high-security requirements exist

Suggested Schedules

1. Schedule A - Description of Confidential Information: Detailed list or categories of confidential information 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 procedures and requirements for handling the information

4. Schedule D - Permitted Purpose Details: Detailed description of the specific purposes for which information may be used

5. Appendix 1 - Information Handling Procedures: Step-by-step procedures for handling, storing, and disposing of confidential information

6. Appendix 2 - Incident Response Plan: Procedures to follow in case of unauthorized disclosure or security breach

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






























Clauses






























Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Professional Services

Research and Development

Biotechnology

Real Estate

Energy

Telecommunications

Education

Retail

Construction

Mining

Agriculture

Entertainment

Transportation

Legal Services

Consulting

Aerospace

Relevant Teams

Legal

Human Resources

Information Technology

Research and Development

Executive Leadership

Business Development

Procurement

Information Security

Risk and Compliance

Corporate Development

Innovation

Operations

Finance

Strategic Planning

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Counsel

Privacy Officer

Chief Technology Officer

Human Resources Director

Business Development Manager

Project Manager

Research Director

Chief Financial Officer

Operations Manager

Procurement Manager

Information Security Officer

Chief Information Officer

Compliance Officer

Risk Manager

Corporate Secretary

Innovation Director

Strategic Partnership Manager

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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