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Indemnity Confidentiality Agreement

Indemnity Confidentiality Agreement Template for Austria

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Key Requirements PROMPT example:

Indemnity Confidentiality Agreement

"I need an Indemnity Confidentiality Agreement under Austrian law for sharing AI algorithm development data with a potential technology partner, with strong data protection provisions and specific indemnification for any unauthorized use of our machine learning models."

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Document background
The Indemnity Confidentiality Agreement is essential for business relationships involving the sharing of sensitive or valuable information where the potential for significant damage from unauthorized disclosure exists. This document, governed by Austrian law, is particularly relevant for corporate transactions, strategic partnerships, or service arrangements where one party needs to protect its confidential information while ensuring clear recourse through indemnification if breaches occur. It addresses requirements under Austrian civil law, EU regulations (including GDPR), and trade secrets protection, making it suitable for both domestic Austrian transactions and cross-border arrangements where Austrian law is chosen. The agreement is commonly used in technology transfers, M&A due diligence, joint ventures, and high-value service contracts where proprietary information must be protected.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses

2. Background: Context of the agreement, relationship between the parties, and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Losses'

4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law

6. Security Measures: Specific measures required to protect confidential information

7. Indemnification: Scope of indemnification, including covered losses and process for claiming indemnification

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

11. General Provisions: Standard boilerplate provisions including severability, amendments, and notices

Optional Sections

1. Specific Industry Compliance: Additional provisions for regulated industries (e.g., financial services, healthcare)

2. Data Protection: Specific GDPR compliance provisions when personal data is involved

3. Intellectual Property Rights: Additional provisions regarding IP rights when confidential information includes IP

4. Non-Competition: Restrictions on competitive activities, if relevant to the business relationship

5. Insurance Requirements: Specific insurance obligations related to the indemnification provisions

6. Audit Rights: Rights to audit compliance with confidentiality obligations in high-risk situations

7. Force Majeure: Provisions for extraordinary circumstances affecting performance

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of information deemed confidential

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information

3. Schedule 3 - Security Protocols: Detailed technical and organizational security measures required

4. Schedule 4 - Indemnification Procedures: Detailed procedures for making and responding to indemnification claims

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives

6. Appendix B - Data Processing Terms: GDPR-compliant data processing terms if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Pharmaceuticals

Biotechnology

Energy

Telecommunications

Professional Services

Research & Development

Defense

Aerospace

Chemical Industry

Industrial Engineering

Relevant Teams

Legal

Compliance

Information Security

Research and Development

Corporate Development

Risk Management

Data Protection

Intellectual Property

Business Development

Operations

Innovation

Information Technology

Relevant Roles

Chief Legal Officer

General Counsel

Legal Director

Compliance Officer

Chief Executive Officer

Chief Technology Officer

Chief Information Security Officer

Research Director

Business Development Director

Corporate Development Manager

Intellectual Property Manager

Risk Manager

Data Protection Officer

Commercial Director

Head of Innovation

Director of Operations

Industries
Austrian Civil Code (ABGB): Provides the fundamental legal framework for contracts, including formation, enforcement, and remedies for breach of contract
EU General Data Protection Regulation (GDPR): Regulates the processing and protection of personal data, which may be covered under confidentiality obligations
Austrian Data Protection Act (DSG): National implementation of GDPR and additional Austrian-specific data protection requirements
EU Trade Secrets Directive (2016/943/EU): Provides framework for protection of undisclosed know-how and business information
Austrian Trade Secrets Act (UWG): National implementation of EU Trade Secrets Directive and regulations on unfair competition
Austrian Contract Employee Act (Angestelltengesetz): Relevant for confidentiality obligations in employment relationships and post-employment scenarios
Austrian Federal Competition Act (Kartellgesetz): Ensures confidentiality provisions do not violate competition law requirements
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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