Generic Confidentiality Agreement

Generic Confidentiality Agreement Template for Netherlands

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Key Requirements PROMPT example:

"I need a Generic Confidentiality Agreement under Dutch law for a technology partnership starting March 2025, with strong data protection clauses and specific provisions for protecting source code and technical specifications."

Document background

This Generic Confidentiality Agreement serves as a fundamental legal instrument for protecting sensitive information in business relationships under Dutch law. It is designed for use when parties need to share confidential information during business discussions, potential collaborations, or ongoing business relationships. The agreement incorporates key requirements from Dutch legislation, including the Civil Code (Burgerlijk Wetboek) and Trade Secrets Act (Wet bescherming bedrijfsgeheimen), while ensuring compliance with EU GDPR requirements for personal data protection. It is particularly useful for both domestic Dutch business relationships and international transactions where Dutch law is chosen as the governing law. The agreement provides comprehensive protection for various types of confidential information, including trade secrets, technical know-how, business strategies, and personal data.

Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement and the purpose for sharing confidential information

3. Definitions: Definitions of key terms, particularly 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Affiliated Companies'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement

7. Security Measures: Required measures for protecting and securing confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Duration and Termination: Term of the agreement and survival of obligations

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Personal Data Protection: Specific provisions regarding GDPR compliance when confidential information includes personal data

2. Intellectual Property Rights: Provisions clarifying IP ownership and licensing when confidential information includes IP

3. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business relationship

4. Competition Restrictions: Specific provisions regarding non-competition, if relevant to the business relationship

5. Assignment and Subcontracting: Rules regarding transfer of obligations, relevant for complex corporate relationships

6. Costs: Allocation of costs related to confidentiality measures, relevant for arrangements requiring specific security measures

7. Insurance: Requirements for insurance coverage, relevant for high-value or high-risk confidential information

Suggested Schedules

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 individuals or roles authorized to receive confidential information

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

4. Appendix A - Form of Acknowledgment: Template for representatives to acknowledge confidentiality obligations

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

Retail

Energy

Telecommunications

Research and Development

Biotechnology

Education

Construction

Media and Entertainment

Relevant Teams

Legal

Compliance

Human Resources

Business Development

Research and Development

Executive Leadership

Procurement

Information Technology

Finance

Corporate Communications

Innovation

Operations

Strategy

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Business Development Manager

Project Manager

Research Director

Human Resources Director

Chief Technology Officer

Chief Financial Officer

Procurement Manager

Legal Counsel

Contract Manager

Innovation Manager

Strategic Partnership Director

Compliance Officer

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Model Non Disclosure Agreement

Dutch law-compliant Model Non-Disclosure Agreement template for protecting confidential information in business relationships.

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Authors

Alex Denne

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