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Non Disclosure Deed Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The Non-Disclosure Deed is a specialized legal instrument used in the Netherlands when parties require robust protection for confidential information exchange. It is particularly suitable for high-value transactions, sensitive business negotiations, or situations requiring maximum legal certainty. Unlike standard NDAs, this deed format provides enhanced enforceability under Dutch law and typically includes comprehensive provisions for data protection, security measures, and breach remedies. The document is commonly used in corporate transactions, joint ventures, technology licensing, and professional service arrangements where strict confidentiality is paramount. The deed structure ensures compliance with Dutch legal requirements while offering flexibility to address specific business needs and confidentiality concerns.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions

























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Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Research & Development

Energy

Telecommunications

Biotechnology

Real Estate

Entertainment & Media

Education

Relevant Teams

Legal

Human Resources

Research & Development

Executive Leadership

Business Development

Information Technology

Finance

Procurement

Corporate Development

Innovation

Compliance

Intellectual Property

Relevant Roles

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

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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