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Consultant Non Disclosure Agreement
"I need a Consultant Non-Disclosure Agreement under Austrian law for a senior IT security consultant who will be accessing our core banking infrastructure and customer data during a 6-month project starting March 2025; the agreement needs strong data protection provisions and specific technical security requirements."
1. Parties: Identification of the disclosing party (typically the company) and receiving party (the consultant), including full legal names and addresses
2. Background: Context of the consulting relationship and purpose of the NDA
3. Definitions: Define key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Trade Secrets'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, protection, and non-disclosure requirements
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
7. Data Protection and GDPR Compliance: Specific obligations regarding personal data handling and GDPR requirements
8. Term and Survival: Duration of the agreement and survival of obligations after termination
9. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
10. Remedies: Legal remedies available in case of breach, including injunctive relief and damages under Austrian law
11. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices
1. Intellectual Property Rights: Additional provisions regarding IP ownership and licensing, particularly relevant when consultant may develop or access IP
2. Non-Competition: Restrictions on competitive activities, used when consultant may have access to particularly sensitive market information
3. Non-Solicitation: Restrictions on soliciting employees or clients, relevant for consultants with significant client contact
4. Security Requirements: Specific technical and organizational measures for protecting confidential information, important for IT or security-sensitive projects
5. Audit Rights: Right to audit consultant's compliance with confidentiality obligations, useful for highly regulated industries
6. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-risk or regulated industries
7. Third Party Rights: Provisions regarding group companies or other third parties whose confidential information may be disclosed
1. Schedule 1 - Description of Services: Detailed description of consulting services to provide context for confidentiality obligations
2. Schedule 2 - Specific Types of Confidential Information: Detailed list of specific categories or types of confidential information covered
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed when handling confidential information
4. Schedule 4 - Authorized Representatives: List of authorized representatives who may access confidential information
5. Appendix A - Data Processing Agreement: GDPR-compliant data processing terms if consultant will process personal data
6. Appendix B - Form of Confidentiality Undertaking: Template confidentiality undertaking for consultant's representatives to sign
Authors
Authorized Purpose
Authorized Recipients
Business Day
Confidential Information
Consulting Services
Controller
Data Protection Laws
Disclosing Party
Effective Date
GDPR
Group Companies
Intellectual Property Rights
Personal Data
Permitted Purpose
Processor
Professional Standards
Project
Receiving Party
Representatives
Residual Information
Services
Scope of Work
Term
Trade Secrets
Working Hours
Affiliate
Confidentiality Period
Disclosing Group
Force Majeure Event
Information Security Requirements
Notice
Professional Fees
Security Breach
Technical Data
Unauthorized Disclosure
Data Protection
Permitted Use
Information Security
Return of Information
Non-Disclosure
Term and Termination
Intellectual Property
Remedies
Indemnification
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Governing Law
Jurisdiction
Amendments
Third Party Rights
Waiver
Counterparts
Survival
Costs
Interpretation
Relationship of Parties
Information Technology
Management Consulting
Financial Services
Healthcare
Manufacturing
Professional Services
Energy
Telecommunications
Pharmaceutical
Real Estate
Construction
Engineering
Education
Research & Development
Environmental Services
Digital Media
Biotechnology
Automotive
Retail
Logistics
Legal
Human Resources
Procurement
Operations
Compliance
Risk Management
Research & Development
Information Technology
Finance
Business Development
Strategy
Innovation
Administrative Services
Project Management Office
Contract Management
Legal Counsel
HR Manager
Procurement Manager
Project Manager
Business Development Manager
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Operations Director
Department Head
Compliance Officer
Risk Manager
Contract Administrator
Vendor Manager
Technical Lead
Research Director
Innovation Manager
Strategy Director
General Manager
Administrative Manager
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