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Non Disclosure Agreement For Software Development
"I need a Non Disclosure Agreement For Software Development to protect our company's intellectual property while working with an offshore development team in India, with specific emphasis on source code protection and cross-border data transfers, starting from March 2025."
1. Parties: Identification of the disclosing party (typically the company) and receiving party (typically the software developer/contractor)
2. Background: Context of the agreement, including the nature of the software development project and reason for sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Software', 'Intellectual Property', 'Development Project' and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the software development context, including source code, algorithms, databases, designs, and technical specifications
5. Obligations of Receiving Party: Specific duties regarding handling and protecting confidential information, including security measures and access restrictions
6. Permitted Disclosures: Circumstances under which confidential information may be shared with employees, subcontractors, or other authorized parties
7. Intellectual Property Rights: Protection of IP rights related to the software development project and confidential information
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon project completion or agreement termination
9. Duration and Survival: Term of the agreement and which obligations survive termination
10. Breach and Remedies: Consequences of breach and available legal remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Third Party Access: Used when the receiving party needs to share information with specific third parties like cloud service providers or specialized contractors
2. International Data Transfers: Required when confidential information may be transferred across borders
3. Source Code Protection: Specific provisions for protecting source code when it forms part of the confidential information
4. Data Privacy Compliance: Additional provisions when personal information under POPIA is involved in the development project
5. Remote Working Provisions: Special security and confidentiality measures for remote development work
6. Open Source Software: Provisions regarding the use and protection of confidential information in relation to open source components
7. Escrow Arrangements: When source code or other critical information needs to be held in escrow
1. Schedule A - Detailed Description of Confidential Information: Comprehensive list of specific types of confidential information covered
2. Schedule B - Authorized Personnel: List of individuals authorized to access confidential information
3. Schedule C - Security Protocols: Specific security measures and protocols to be followed
4. Schedule D - Project Scope: Description of the software development project context
5. Schedule E - Third Party Disclosure Form: Template for documenting authorized third-party disclosures
6. Appendix 1 - Data Handling Procedures: Detailed procedures for handling different types of confidential information
7. Appendix 2 - Incident Response Plan: Procedures for handling potential breaches of confidentiality
Authors
Information Technology
Software Development
Financial Services
Healthcare Technology
E-commerce
Telecommunications
Manufacturing and Industrial
Education Technology
Digital Media
Professional Services
Gaming and Entertainment
Retail Technology
Insurance Technology
Banking Technology
Automotive Technology
Legal
Information Technology
Software Development
Procurement
Human Resources
Information Security
Project Management
Research and Development
Operations
Compliance
Technical Architecture
Quality Assurance
Software Developer
Project Manager
Chief Technology Officer
IT Director
Legal Counsel
Procurement Manager
Development Team Lead
Systems Architect
Business Analyst
Product Owner
Contract Manager
Information Security Officer
HR Manager
Technical Consultant
Development Operations Manager
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