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Supplier Non Disclosure Agreement
"I need a Supplier Non Disclosure Agreement under Indian law for a technology manufacturing supplier who will have access to our product specifications and source code, with special provisions for digital information security and prohibition on reverse engineering."
1. Parties: Identification of the disclosing party (typically the company) and receiving party (the supplier), including full legal names, registration numbers, and registered addresses
2. Background: Brief context of the supplier relationship and purpose of sharing confidential information
3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', 'Affiliate', and 'Trade Secrets'
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 shared, including with employees, advisors, and as required by law
7. Security Measures: Specific measures required to protect confidential information, including physical, electronic, and procedural safeguards
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Survival: Duration of the agreement and which obligations survive termination
10. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, amendments, and notices
1. Intellectual Property Rights: Section clarifying ownership and protection of IP rights when the confidential information includes IP - recommended when sharing technical information or trade secrets
2. Data Protection Compliance: Additional provisions regarding personal data protection - required when confidential information includes personal data
3. Reverse Engineering Prohibition: Specific prohibition on reverse engineering - important for technical or product-related information
4. Export Control: Compliance with export control laws - necessary when dealing with international suppliers or controlled technologies
5. Non-Solicitation: Prohibition on soliciting employees - useful when supplier will have significant interaction with company employees
6. Subcontractor Obligations: Requirements for subcontractors handling confidential information - needed when supplier may use subcontractors
7. Audit Rights: Right to audit supplier's compliance - recommended for high-risk or regulated industries
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of authorized representatives from both parties who may access or handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling different types of confidential information
4. Appendix A - Form of Acknowledgment: Template for acknowledgment to be signed by employees or representatives accessing confidential information
Authors
Manufacturing
Technology
Pharmaceuticals
Financial Services
Healthcare
Retail
Automotive
Aerospace
Telecommunications
Professional Services
Energy
Chemical
Consumer Goods
Electronics
Industrial Equipment
Legal
Procurement
Supply Chain
Vendor Management
Compliance
Risk Management
Operations
Information Security
Finance
Research and Development
Business Development
Information Technology
Corporate Security
Quality Assurance
Strategic Sourcing
Procurement Manager
Legal Counsel
Supply Chain Director
Vendor Management Specialist
Contract Administrator
Chief Legal Officer
Compliance Officer
Risk Manager
Operations Manager
Project Manager
Chief Technology Officer
Information Security Officer
Chief Financial Officer
Business Development Manager
Research and Development Director
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