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Vendor Non Disclosure Agreement
"Need a Vendor Non Disclosure Agreement under Dutch law for a software development vendor who will have access to our source code and technical documentation, with specific provisions for protecting our intellectual property and preventing reverse engineering."
1. Parties: Identification of the disclosing party (typically the company) and receiving party (the vendor), including full legal names and registered addresses
2. Background: Context of the business relationship and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Authorized Purpose', 'Authorized Representatives', and 'Affiliated Companies'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information and explicit exclusions
5. Confidentiality Obligations: Core obligations regarding protection, non-disclosure, and restricted use of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared, including with employees and professional advisors
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon termination or request
9. Term and Survival: Duration of the agreement and surviving obligations after termination
10. Breach and Remedies: Consequences of breach, including remedies and enforcement rights
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Data Protection: Required when confidential information includes personal data, ensuring GDPR compliance
2. Intellectual Property Rights: Include when confidential information involves IP rights or when development work is contemplated
3. Non-Solicitation: Optional restriction on soliciting employees or customers, if relevant to the vendor relationship
4. Export Control: Required when confidential information is subject to export control regulations
5. Reverse Engineering: Include when protecting technical information or trade secrets that could be reverse engineered
6. Residual Knowledge: Optional clause addressing use of retained knowledge by vendor's personnel
7. Force Majeure: Include for long-term NDAs or when specific security measures are required that might be affected by external events
1. Schedule 1 - Specified Confidential Information: Detailed list or categories 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 required for handling confidential information
4. Schedule 4 - Approved Subcontractors: If applicable, list of approved subcontractors who may access confidential information
Authors
Technology
Manufacturing
Financial Services
Healthcare
Professional Services
Retail
Telecommunications
Energy
Construction
Research and Development
Automotive
Pharmaceuticals
Consumer Goods
Media and Entertainment
Legal
Procurement
Vendor Management
Information Security
Risk and Compliance
Business Development
Operations
Supply Chain
Information Technology
Research and Development
Procurement Manager
Legal Counsel
Vendor Relations Manager
Contract Manager
Business Development Director
Chief Legal Officer
Supply Chain Manager
Information Security Officer
Privacy Officer
Risk Manager
Operations Director
Project Manager
Technical Director
Chief Technology Officer
Commercial Manager
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