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Non Disclosure Agreement For Subcontractor
"I need a Non-Disclosure Agreement for Subcontractor to protect sensitive IT infrastructure data and client information, as we're engaging an external software development team based in Bangalore for a 12-month project starting January 2025."
1. Parties: Identification of the main contractor and subcontractor, including their registered addresses and company details
2. Background: Context of the relationship between parties and purpose of the NDA
3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Trade Secrets'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of confidential information
6. Security Measures: Specific measures required to protect confidential information
7. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Term and Survival: Duration of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions regarding IP ownership and rights, particularly relevant when subcontractor may create or modify IP
2. Non-Solicitation: Restrictions on soliciting employees or clients, recommended when subcontractor will have significant contact with company personnel or clients
3. Data Protection Compliance: Specific provisions regarding compliance with data protection laws, necessary when personal data may be processed
4. Third Party Information: Provisions dealing with confidential information belonging to third parties or clients, important in multi-party projects
5. Export Control: Provisions regarding compliance with export control laws, necessary when dealing with regulated technology or international transfers
6. Audit Rights: Right to audit subcontractor's compliance with confidentiality obligations, useful for high-security projects
1. Schedule 1 - Description of Services: Detailed description of services being provided by subcontractor, helping define scope of access to confidential information
2. Schedule 2 - Specific Types of Confidential Information: Detailed list of types of confidential information covered, particularly useful for complex projects
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed by subcontractor
4. Appendix A - Authorized Representatives: List of authorized representatives who may access confidential information
5. Appendix B - Form of Confidentiality Undertaking: Template for individual confidentiality undertakings to be signed by subcontractor's employees
Authors
Information Technology
Manufacturing
Professional Services
Healthcare
Financial Services
Research and Development
Construction
Engineering
Telecommunications
Pharmaceutical
Defense
Automotive
Consulting
Legal
Procurement
Vendor Management
Information Security
Operations
Human Resources
Compliance
Project Management Office
Research & Development
Information Technology
Procurement Manager
Project Manager
Legal Counsel
Contract Manager
Operations Director
Chief Information Security Officer
Vendor Management Specialist
HR Director
Chief Technology Officer
Compliance Officer
Business Development Manager
Supply Chain Manager
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