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Technology Confidentiality Agreement
1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including the purpose of sharing confidential information and the relationship between the parties
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Trade Secrets', 'Authorized Purpose', and 'Authorized Recipients'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized recipients
7. Security Measures: Required technical and organizational measures for protecting confidential information
8. Return or Destruction: Obligations regarding the return or destruction of 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 remedies, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Data Protection Compliance: Required when confidential information includes personal data subject to GDPR
2. Intellectual Property Rights: Needed when confidential information includes or relates to patents, copyrights, or other IP rights
3. Export Control: Required when technology or information may be subject to export control regulations
4. Non-Solicitation: Optional provision preventing parties from soliciting each other's employees
5. Reverse Engineering: Specific prohibitions on reverse engineering when relevant to technical information
6. Competitive Activities: Restrictions on competitive activities, if applicable and compliant with competition law
7. Insurance Requirements: Required when parties need specific insurance coverage for confidential information
8. Audit Rights: Procedures for auditing compliance with confidentiality obligations
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to access confidential information
3. Schedule 3 - Security Protocols: Specific technical and organizational security measures required
4. Schedule 4 - Data Processing Terms: Required GDPR compliance terms if personal data is involved
5. Schedule 5 - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
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