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Confidentiality Agreement For Vendors
"I need a Confidentiality Agreement for Vendors under Austrian law to protect our proprietary software code and technical specifications when working with an IT consulting firm that will be developing our new cloud platform starting March 2025."
1. Parties: Identification of the disclosing party (company) and receiving party (vendor), including full legal names, registration numbers, and addresses
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Term and Survival: Duration of the agreement and survival of obligations after termination
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Data Protection and GDPR Compliance: Specific provisions relating to personal data handling and GDPR requirements
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution provisions
1. Reciprocal Obligations: Used when both parties may exchange confidential information, making confidentiality obligations mutual
2. Intellectual Property Rights: Include when confidential information may involve IP rights or when ownership of developments needs to be addressed
3. Export Control: Required when confidential information may be subject to export control regulations
4. Information Security Requirements: Detailed security measures required when dealing with highly sensitive technical or digital information
5. Subcontractors: Include when vendor may need to engage subcontractors who would have access to confidential information
6. Force Majeure: May be included for long-term NDAs where external events could affect compliance
7. Insurance Requirements: Include when requiring vendor to maintain specific insurance coverage for potential breaches
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 Measures: Specific technical and organizational measures required for protecting confidential information
4. Appendix A - Data Processing Terms: Detailed GDPR-compliant data processing terms when personal data is involved
5. Appendix B - Information Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
Authors
Disclosing Party
Receiving Party
Authorized Purpose
Authorized Representatives
Affiliate
Personal Data
Trade Secrets
Permitted Disclosures
Security Measures
Confidentiality Period
Agreement
Business Day
Effective Date
Force Majeure Event
Group Company
Intellectual Property Rights
Notice
Permitted Recipients
Professional Advisers
Representatives
Services
Technical Information
Term
Third Party
Vendor Personnel
Data Protection Laws
Business Information
Confidentiality Obligations
Disclosures Required by Law
Material Breach
Project
Proprietary Information
Related Persons
Return Date
Survival Period
Interpretation
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Data Protection
Information Security
Return of Information
Intellectual Property
Term and Termination
Survival
Breach and Remedies
Injunctive Relief
Warranties
Assignment
Notice
Severability
Entire Agreement
Amendment
Force Majeure
Third Party Rights
Governing Law
Jurisdiction
Execution
Technology
Manufacturing
Professional Services
Healthcare
Financial Services
Retail
Construction
Telecommunications
Energy
Automotive
Pharmaceutical
Consumer Goods
Industrial
Software Development
Logistics
Research and Development
Legal
Procurement
Vendor Management
Compliance
Risk Management
Information Security
Operations
Supply Chain
Commercial
Contract Management
Business Development
Finance
Information Technology
Research & Development
Legal Counsel
Procurement Manager
Vendor Relations Manager
Contract Administrator
Chief Legal Officer
Supply Chain Manager
Project Manager
Commercial Director
Chief Technology Officer
Operations Manager
Risk Manager
Compliance Officer
Business Development Manager
Chief Financial Officer
Technical Director
Information Security Officer
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