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NDA For Software Development
1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and addresses
2. Background: Context of the potential software development relationship and purpose of sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Software', 'Trade Secrets', and 'Intellectual Property'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the software development context
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be shared with employees, contractors, or advisors
7. Data Protection Compliance: Obligations regarding personal data handling in accordance with Danish Data Protection Act and GDPR
8. Return or Destruction of Information: Requirements for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and termination provisions
10. Breach and Remedies: Consequences of breach and available legal remedies
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Source Code Protection: Additional provisions specifically for source code protection, used when source code access is part of the relationship
2. Third Party Disclosure: Specific provisions for cases where third-party contractors or service providers need access to confidential information
3. Non-Solicitation: Provisions preventing poaching of employees/clients, included when parties have direct business relationship
4. Escrow Arrangements: Terms for source code escrow, used when software escrow services are part of the arrangement
5. Cloud Services Security: Specific provisions for cloud-based development environments, included when cloud services are used
6. International Transfer: Provisions for international data transfers, needed when parties operate across multiple jurisdictions
7. Residual Knowledge: Clauses addressing use of general knowledge and skills acquired, included for longer-term development relationships
1. Schedule 1 - Specified Confidential Information: Detailed list of specific materials, code, or information designated as confidential
2. Schedule 2 - Security Measures: Required technical and organizational security measures for protecting confidential information
3. Schedule 3 - Authorized Personnel: List of authorized persons who may access confidential information
4. Schedule 4 - Data Processing Terms: Detailed data processing terms when personal data processing is involved
5. Schedule 5 - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
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