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Non Employee Confidentiality Agreement
1. Parties: Identification of the disclosing party and receiving party, including full legal names and addresses
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Clear definitions of 'Confidential Information', 'Trade Secrets', 'Permitted Purpose' and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees or professional advisors
7. Security Measures: Required measures for protecting and securing confidential information
8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination
9. Term and Termination: Duration of the agreement and termination provisions
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
12. General Provisions: Standard provisions including severability, amendments, and entire agreement
1. Intellectual Property Rights: Section clarifying that no IP rights are transferred through the disclosure of confidential information
2. Data Protection Compliance: Specific provisions for compliance with GDPR when confidential information includes personal data
3. Non-Competition: Additional restrictions on competitive activities, if relevant to the relationship
4. Export Control: Provisions regarding compliance with export control laws for international relationships
5. Subcontractors: Terms governing the use of subcontractors and their obligations regarding confidential information
6. Insurance Requirements: Obligations to maintain specific insurance coverage for potential breaches
7. Audit Rights: Rights to audit the receiving party's compliance with confidentiality obligations
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of specific confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may receive or handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Approved Subcontractors: If applicable, list of pre-approved subcontractors who may access confidential information
5. Schedule 5 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
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