This Vendor Confidentiality Agreement is designed for use in New Zealand business contexts where companies need to share sensitive information with their vendors or suppliers. The agreement is particularly important when vendors require access to proprietary information, trade secrets, customer data, or other confidential business information to perform their services. It establishes clear obligations for information protection, complies with New Zealand privacy and contract laws, and includes specific provisions for breach remedies. The document should be implemented before any confidential information is shared with vendors and can be customized based on the nature of the vendor relationship and type of information being disclosed.
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1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context of the agreement and the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information'
4. Scope of Confidential Information: Clearly specifies what information is covered by the agreement
5. Confidentiality Obligations: Details the core obligations regarding handling and protecting confidential information
6. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed
7. Security Measures: Outlines required security measures for protecting confidential information
8. Return or Destruction of Information: Procedures for handling confidential information upon termination
9. Term and Termination: Duration of the agreement and conditions for termination
10. Breach and Remedies: Consequences of breaching the agreement and available remedies
11. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions specifically protecting IP rights when confidential information includes intellectual property
2. Data Protection Compliance: Specific provisions for compliance with privacy laws when personal data is involved
3. Subcontractor Obligations: Required when the vendor may need to share information with subcontractors
4. Insurance Requirements: Specifies required insurance coverage for high-risk situations
5. Audit Rights: Gives right to audit vendor's compliance with confidentiality obligations
6. Publicity Restrictions: Specific restrictions on public announcements or marketing references
7. Conflict of Interest: Provisions preventing conflicts when vendor works with competitors
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive or handle confidential information
3. Schedule 3 - Security Requirements: Detailed technical and organizational security measures required
4. Schedule 4 - Approved Subcontractors: List of pre-approved subcontractors if applicable
5. Appendix A - Information Handling Procedures: Detailed procedures for handling, storing, and disposing of confidential information
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Healthcare
Financial Services
Retail
Construction
Energy
Telecommunications
Education
Research and Development
Government Contracting
Logistics
Consulting
Relevant Teams
Legal
Procurement
Information Security
Risk and Compliance
Operations
Information Technology
Supply Chain
Vendor Management
Project Management
Business Development
Relevant Roles
Procurement Manager
Legal Counsel
Contracts Manager
Vendor Relations Manager
Chief Information Security Officer
Privacy Officer
Information Security Manager
Supply Chain Manager
Operations Director
Project Manager
Risk Manager
Compliance Officer
Business Development Manager
IT Manager
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