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1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses
2. Background: Context of the agreement and the purpose for sharing confidential information
3. Definitions: Definition of confidential information, permitted purpose, and other key terms used in the agreement
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 and prohibited uses
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 which obligations survive termination
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination
9. Data Protection: Compliance with GDPR and Austrian Data Protection Act requirements
10. Breach and Remedies: Consequences of breach and available remedies under Austrian law
11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Non-Solicitation: Prevents poaching of employees or customers, used when parties have access to sensitive personnel or customer information
2. Security Measures: Specific technical and organizational measures required for protecting confidential information, used for highly sensitive data
3. Intellectual Property Rights: Clarification of IP ownership and rights, used when confidential information includes IP
4. Export Control: Compliance with export control regulations, used when information may be subject to international transfer restrictions
5. Insurance Requirements: Obligations to maintain specific insurance coverage, used for high-value or high-risk information
6. Audit Rights: Right to audit compliance with confidentiality obligations, used for highly sensitive information or regulated industries
7. Assignment and Succession: Rules for transferring rights and obligations, used in corporate contexts or long-term agreements
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 and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures for handling confidential information
4. Schedule 4 - Approved Subcontractors: List of approved third parties who may receive confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings to be signed by employees or contractors
Permitted Purpose
Disclosing Party
Receiving Party
Affiliate
Representatives
Trade Secret
Confidential Materials
Permitted Disclosees
Personal Data
Effective Date
Term
Business Day
Agreement
Intellectual Property Rights
Proprietary Information
Security Breach
Related Undertaking
Authorised Person
Confidentiality Undertaking
Data Protection Laws
Derived Information
Technical Information
Know-How
Business Information
Group Company
Permitted Use
Permitted Disclosure
Return of Information
Data Protection
Term and Survival
Non-Competition
Non-Solicitation
Intellectual Property
Security Measures
Breach Notification
Remedies
Indemnification
Force Majeure
Assignment
Notice
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Technology
Manufacturing
Financial Services
Healthcare
Professional Services
Research & Development
Biotechnology
Real Estate
Energy
Telecommunications
Software Development
Consulting
Industrial
Retail
Education
Legal
Human Resources
Executive Leadership
Business Development
Research & Development
Information Technology
Finance
Procurement
Operations
Compliance
Corporate Development
Innovation
Strategic Partnerships
Legal Counsel
Chief Executive Officer
Business Development Manager
Human Resources Director
Chief Technology Officer
Project Manager
Research Director
Investment Manager
Procurement Manager
Operations Director
Chief Financial Officer
Compliance Officer
Contract Manager
Innovation Manager
Partnership Manager
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