3 Way Non Disclosure Agreement

3 Way Non Disclosure Agreement Template for Netherlands

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Key Requirements PROMPT example:

"I need a 3 Way Non Disclosure Agreement under Dutch law for a joint technology development project between my software company, a hardware manufacturer, and a research institution, with special attention to intellectual property protection and data security requirements."

Document background

This 3 Way Non Disclosure Agreement is essential for business scenarios where three distinct parties need to share confidential information while ensuring mutual protection under Dutch law. It is particularly relevant for complex business arrangements such as joint ventures, technology partnerships, or multi-party commercial projects where sensitive information needs to flow between all parties. The document is structured to comply with Dutch civil code requirements and EU regulations, including GDPR considerations where applicable. It provides comprehensive protection for various types of confidential information including trade secrets, proprietary technology, business methods, and commercial data. The agreement is specifically designed to address the complexities of three-way relationships, clearly defining the obligations and rights of each party while providing effective enforcement mechanisms under Dutch jurisdiction.

Suggested Sections

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

2. Background: Context of the relationship between the three parties and purpose of the NDA

3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms

4. Disclosure and Use of Confidential Information: Rules governing how confidential information may be shared and used between the three parties

5. Obligations of Confidentiality: Core confidentiality obligations of each party, including protection measures and permitted disclosures

6. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

8. Breach and Remedies: Consequences of breach and available remedies under Dutch law

9. General Provisions: Standard provisions including notices, amendments, severability, and assignment

10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

Optional Sections

1. Specific Information Handling Procedures: Detailed procedures for handling particularly sensitive information, recommended when dealing with highly technical or regulated information

2. Data Protection Provisions: Additional provisions dealing with personal data under GDPR, required when confidential information includes personal data

3. Non-Solicitation: Provisions preventing parties from soliciting each other's employees, optional depending on business context

4. Publicity: Provisions regarding public announcements or acknowledgment of the relationship, useful for sensitive business relationships

5. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-risk information sharing

6. Audit Rights: Rights to audit compliance with confidentiality obligations, useful for highly sensitive information

Suggested Schedules

1. Schedule 1 - Specific Categories of Confidential Information: Detailed list of types of confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information

4. Schedule 4 - Information Sharing Matrix: Matrix showing which types of information can be shared between which parties

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives and permitted recipients

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Real Estate

Energy

Telecommunications

Biotechnology

Automotive

Aerospace

Research & Development

Pharmaceuticals

Consumer Goods

Media & Entertainment

Relevant Teams

Legal

Business Development

Executive Leadership

Research and Development

Procurement

Commercial

Operations

Finance

Risk Management

Information Technology

Innovation

Strategic Partnerships

Intellectual Property

Compliance

Corporate Development

Relevant Roles

Legal Counsel

Business Development Manager

Chief Executive Officer

Chief Technology Officer

Project Manager

Research Director

Commercial Director

Procurement Manager

Innovation Manager

Strategic Partnerships Director

Intellectual Property Manager

Operations Director

Chief Financial Officer

Contract Manager

Risk Management Officer

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