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Mutual Non Disclosure Agreement Form
"I need a Mutual Non Disclosure Agreement Form governed by Canadian law for a technology partnership between my Toronto-based software company and a US-based AI firm, with specific provisions for source code protection and cross-border data transfer compliance, to be effective from March 1, 2025."
1. Parties: Identification of all parties entering into the agreement, including full legal names and addresses
2. Background: Context of the agreement and purpose for sharing confidential information
3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement
7. Term and Termination: Duration of the agreement and confidentiality obligations, termination provisions
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Non-Competition and Non-Solicitation: Basic restrictions on using information for competitive purposes
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, amendments, etc.
1. Residual Rights: Clause addressing use of retained knowledge in memory, used when parties want to balance protection with practical business realities
2. Data Privacy Compliance: Specific provisions for compliance with privacy laws, needed when confidential information includes personal data
3. Security Requirements: Specific technical or physical security measures required for protecting information, used for highly sensitive data
4. Export Control: Provisions regarding international data transfer restrictions, needed for cross-border sharing
5. Intellectual Property Rights: Extended IP provisions, used when confidential information includes potential patentable inventions or trade secrets
6. Dispute Resolution: Detailed alternative dispute resolution procedures, useful for international agreements or high-value relationships
1. Schedule A - Designated Representatives: List of authorized representatives who may access confidential information
2. Schedule B - Specific Confidential Information: Detailed listing of specific confidential information covered, if identifiable at time of signing
3. Schedule C - Security Protocols: Detailed security procedures and requirements for handling confidential information
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Technology
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Education
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Software Development
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Executive Leadership
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Research and Development
Information Technology
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Information Security
Corporate Communications
Innovation
Chief Executive Officer
Chief Legal Officer
General Counsel
Business Development Manager
Chief Technology Officer
Project Manager
Research Director
Chief Financial Officer
Human Resources Director
Procurement Manager
Operations Manager
Chief Information Officer
VP of Strategy
Innovation Manager
Partnership Manager
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