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Corporate NDA
"I need a Corporate NDA under Austrian law for a potential joint venture between our manufacturing company and a technology supplier, with specific provisions for protecting technical drawings and manufacturing processes, to be effective from March 2025."
1. Parties: Identification of the contracting parties, including company registration details as required under Austrian law
2. Background: Context of the agreement and the business relationship between the parties
3. Definitions: Definitions of key terms, including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Affiliated Companies'
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, and as required by law
6. Security Measures: Required measures for protecting confidential information, aligned with Austrian Trade Secrets Act requirements
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
8. Term and Termination: Duration of the agreement and termination provisions
9. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Data Protection: Specific GDPR compliance provisions, required when confidential information includes personal data
2. Intellectual Property Rights: Clarification of IP ownership and rights, needed when confidential information includes IP
3. Non-Solicitation: Restrictions on soliciting employees or customers, included when parties want additional business protection
4. Competing Activities: Restrictions on competitive activities, included when relevant to the business relationship
5. Third Party Rights: Rights of affiliated companies or other third parties to enforce the agreement
6. Insurance Requirements: Obligations to maintain specific insurance coverage, included for high-risk relationships
7. Export Control: Compliance with export control laws, needed when information may be subject to export restrictions
1. Schedule 1 - Specified Purpose: Detailed description of the permitted purpose for which confidential information may be used
2. Schedule 2 - Security Protocols: Specific security measures and protocols required for protecting confidential information
3. Schedule 3 - Authorized Representatives: List of authorized representatives who may access confidential information
4. Appendix A - Categories of Confidential Information: Detailed categorization of the types of confidential information covered
5. Appendix B - Affiliated Companies: List of affiliated companies covered by the agreement
Authors
Trade Secret
Disclosing Party
Receiving Party
Affiliated Company
Authorized Recipients
Representatives
Permitted Purpose
Group Company
Confidentiality Obligations
Business Day
Effective Date
Term
Personal Data
Technical Information
Proprietary Information
Intellectual Property Rights
Corporate Group
Board of Directors
Executive Bodies
Subsidiaries
Parent Company
Disclosed Materials
Security Measures
Confidentiality Period
Data Protection Laws
Trade Secret Law
Unauthorized Disclosure
Professional Advisors
Business Relationship
Contractual Information
Know-How
Technical Documentation
Commercial Information
Corporate Information
Digital Information
Excluded Information
Force Majeure
Material Breach
Notice
Related Parties
Third Party
Working Hours
Non-Disclosure
Data Protection
Trade Secrets
Permitted Use
Return of Information
Destruction of Information
Security Measures
Term and Duration
Permitted Disclosure
Breach Notification
Remedies
Injunctive Relief
Governing Law
Jurisdiction
Assignment
Third Party Rights
Severability
Force Majeure
Notices
Entire Agreement
Amendments
Waiver
Counterparts
Costs
Survival
Non-Solicitation
Corporate Authority
Representatives
Intellectual Property
Technology
Manufacturing
Financial Services
Professional Services
Healthcare
Pharmaceuticals
Industrial
Automotive
Energy
Telecommunications
Real Estate
Construction
Consumer Goods
Media and Entertainment
Biotechnology
Software Development
Consulting
Research and Development
Legal
Compliance
Executive Leadership
Business Development
Research and Development
Human Resources
Finance
Information Technology
Operations
Procurement
Corporate Affairs
Risk Management
Strategic Planning
Innovation
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Corporate Secretary
Business Development Manager
Chief Financial Officer
Project Manager
Research Director
Chief Technology Officer
Head of Innovation
Commercial Director
Procurement Manager
Human Resources Director
Chief Operating Officer
Compliance Officer
Risk Manager
Strategic Partnership Manager
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