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Non Disclosure And Restricted Use Agreement
"I need a Non-Disclosure and Restricted Use Agreement for a software development collaboration between my AI startup and a cloud services provider, with strong data protection clauses and specific usage restrictions for our machine learning algorithms."
1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details
2. Background: Context of the agreement, purpose of sharing confidential information, and nature of business relationship
3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, standard of care, and security measures required
6. Permitted Use and Disclosure: Specific permitted purposes for using confidential information and conditions for disclosure to representatives
7. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination
8. Term and Survival: Duration of the agreement and survival of obligations post-termination
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Data Protection Compliance: Specific provisions for compliance with data protection laws when confidential information includes personal data
2. Intellectual Property Rights: Additional provisions clarifying IP ownership and rights when confidential information includes IP-sensitive material
3. Export Control: Provisions for compliance with export control laws when dealing with technical data or cross-border transfers
4. Non-Solicitation: Restrictions on soliciting employees or customers, often included when parties are competitors
5. Residual Knowledge: Provisions addressing use of general knowledge and experience gained by receiving party
6. Security Requirements: Specific technical or physical security measures required for protecting confidential information
7. Force Majeure: Provisions for handling confidential information in case of force majeure events
8. Dispute Resolution: Detailed dispute resolution procedures including mediation or arbitration
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered under the agreement
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4 - Permitted Purpose Details: Detailed description of the specific purposes for which confidential information may be used
5. Appendix A - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
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Information Technology
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Research & Development
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Pharmaceuticals
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Automotive
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Biotechnology
Energy
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E-commerce
Media & Entertainment
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Compliance
Information Security
Research and Development
Business Development
Human Resources
Executive Leadership
Procurement
Information Technology
Operations
Strategic Planning
Product Development
Corporate Communications
Finance
Chief Executive Officer
Chief Technology Officer
Legal Counsel
Business Development Manager
Project Manager
Research Director
Human Resources Director
Chief Financial Officer
Procurement Manager
Information Security Officer
Compliance Officer
Innovation Manager
Strategic Partnership Director
Operations Manager
Technical Consultant
Product Manager
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