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Proprietary Information Exchange Agreement Template for England and Wales

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Key Requirements PROMPT example:

Proprietary Information Exchange Agreement

"I need a Proprietary Information Exchange Agreement to cover the sharing of our AI technology specifications with a research partner in Germany, with specific provisions for handling algorithm data and machine learning models, to be effective from March 2025."

Document background
A Proprietary Information Exchange Agreement is essential when parties need to share sensitive business information while maintaining confidentiality and control. This agreement, governed by English and Welsh law, is commonly used in business collaborations, due diligence processes, and joint ventures where proprietary information needs protection. It defines what constitutes confidential information, establishes usage rights, and sets out security measures and handling procedures. The agreement ensures compliance with UK trade secrets regulations and data protection requirements while providing legal remedies in case of breach.
Suggested Sections

1. Parties: Identification and details of all parties to the agreement

2. Background: Context and purpose of the information exchange

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives'

4. Confidentiality Obligations: Core obligations regarding information protection and use

5. Permitted Disclosures: Circumstances under which confidential information can be shared

6. Return or Destruction of Information: Procedures for handling confidential information after agreement termination

7. Term and Termination: Duration of agreement and termination provisions

Optional Sections

1. Data Protection Compliance: Include when personal data is involved in the exchange

2. International Transfer Provisions: Include for cross-border information sharing

3. Intellectual Property Rights: Include when shared information involves IP rights

4. Security Requirements: Include for highly sensitive information requiring specific security measures

Suggested Schedules

1. Description of Confidential Information: Detailed list or categories of information covered

2. Authorized Representatives: List of individuals authorized to receive confidential information

3. Security Protocols: Specific security measures for information handling

4. Standard Form Non-Disclosure Agreement: For use with third party recipients

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

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Industries

Trade Secrets (Enforcement, etc.) Regulations 2018: Key legislation implementing the EU Trade Secrets Directive that defines trade secrets, their protection, and remedies for misuse of confidential information

Data Protection Act 2018 and UK GDPR: Legislation governing personal data processing, transfer requirements, and security measures for any personal information involved in the exchange

Law of Property (Miscellaneous Provisions) Act 1989: Contains fundamental contract law principles affecting the formal requirements and enforceability of the agreement

Copyright, Designs and Patents Act 1988: Primary legislation protecting intellectual property rights that may be contained within or related to the shared information

Trade Marks Act 1994: Legislation governing trademark protection and usage which may be relevant to shared proprietary information

Patents Act 1977: Legislation covering patent rights and protection which may apply to technical information shared under the agreement

Competition Act 1998: Ensures information sharing arrangements do not create anti-competitive effects or violate competition law principles

Enterprise Act 2002: Additional competition law framework relevant to information sharing between businesses

Electronic Communications Act 2000: Governs electronic signatures and digital communication aspects of the agreement

Export Control Order 2008: Regulates international transfers of controlled technology or technical data

Common Law Duty of Confidence: Established legal principle protecting confidential information and providing remedies for breach of confidence

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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