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Non Disclosure Deed
"I need a Non-Disclosure Deed under Dutch law for a potential joint venture between our tech company and a research institution, with specific provisions for protecting both proprietary software code and research data, to be effective from March 2025."
1. Parties: Identification of the parties entering into the deed, including full legal names, addresses, and registration details if applicable
2. Background: Context of the relationship between parties and purpose of entering into the confidentiality deed
3. Definitions: Definitions of key terms, particularly 'Confidential Information', 'Authorized Purpose', and 'Authorized Recipients'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the deed
5. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom
7. Security Measures: Required measures for protecting and securing confidential information
8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination
9. Duration and Survival: Term of the deed and which obligations survive termination
10. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
11. Execution: Formal execution provisions complying with Dutch deed requirements
1. Data Protection: Specific provisions relating to personal data protection under GDPR - include when confidential information includes personal data
2. Intellectual Property: Provisions clarifying IP ownership and rights - include when confidential information includes IP
3. Export Control: Provisions regarding international transfer restrictions - include for international relationships
4. Group Company Disclosure: Provisions allowing disclosure to group companies - include for corporate groups
5. Competing Activities: Non-compete or non-solicitation provisions - include when business sensitive
6. Force Majeure: Provisions for unforeseen circumstances preventing compliance - include for long-term NDAs
7. Insurance: Requirements for insurance coverage - include for high-value confidential information
1. Schedule 1 - Categories of Confidential Information: Detailed list or description of specific types of confidential information covered
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for different types of information
4. Schedule 4 - Approved Purpose: Detailed description of the permitted purpose(s) for using confidential information
Authors
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Research & Development
Energy
Telecommunications
Biotechnology
Real Estate
Entertainment & Media
Education
Legal
Human Resources
Research & Development
Executive Leadership
Business Development
Information Technology
Finance
Procurement
Corporate Development
Innovation
Compliance
Intellectual Property
Chief Executive Officer
Chief Legal Officer
General Counsel
Business Development Manager
Research Director
Chief Technology Officer
Investment Manager
Human Resources Director
Project Manager
Procurement Manager
Chief Financial Officer
Intellectual Property Manager
Corporate Development Director
Innovation Manager
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