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Intellectual Property Non Disclosure Agreement
"I need an Intellectual Property Non Disclosure Agreement under Austrian law for a software development joint venture between my tech company and a research university, to protect our proprietary algorithms and research findings during our upcoming 18-month collaboration starting March 2025."
1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions of Confidential Information, Intellectual Property Rights, and other key terms
4. Scope of Confidential Information: Specific description of information covered by the agreement, including IP types
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection requirements
6. Permitted Uses and Disclosures: Authorized uses of confidential information and conditions for disclosure to permitted recipients
7. Protection of Intellectual Property: Specific provisions protecting IP rights, ownership, and restrictions on use
8. Return or Destruction of Information: Requirements for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and termination provisions
10. Breach and Remedies: Consequences of breach and available remedies under Austrian law
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
12. Execution: Signature blocks and execution requirements
1. Unilateral Provisions: Additional provisions for one-way NDAs where only one party is disclosing information
2. Employee and Representative Obligations: Additional provisions for ensuring compliance by employees and representatives
3. Data Protection Compliance: Specific GDPR and DSG compliance provisions when personal data is involved
4. Export Control: Provisions for international transfer of technology or technical data
5. Residual Knowledge: Provisions addressing use of retained knowledge by receiving party
6. Competition Restrictions: Non-compete or restricted use provisions where relevant to IP protection
7. Audit Rights: Rights to audit compliance with confidentiality obligations
1. Schedule 1 - Specified Confidential Information: Detailed list of specific confidential information and IP covered
2. Schedule 2 - Authorized Recipients: List of permitted recipients and their confidentiality obligations
3. Schedule 3 - Security Measures: Specific security requirements for handling confidential information
4. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings by authorized recipients
5. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Confidential Information
Intellectual Property Rights
Disclosing Party
Receiving Party
Affiliate
Authorized Purpose
Authorized Recipients
Trade Secrets
Proprietary Information
Technical Information
Know-How
Patent Rights
Copyright
Trademarks
Industrial Designs
Permitted Use
Confidentiality Obligations
Effective Date
Term
Representatives
Residual Information
Excluded Information
Security Requirements
Breach
Derivative Works
Business Day
Force Majeure
Governing Law
Jurisdiction
Personal Data
Protected Materials
Invention
Research Results
Technical Documentation
Background IP
Foreground IP
Improvements
Intellectual Property Rights
Non-Disclosure
Data Protection
Use Restrictions
Term and Duration
Return of Information
Security Measures
Assignment
Permitted Disclosures
Third Party Rights
Breach and Remedies
Indemnification
Warranties and Representations
Governing Law and Jurisdiction
Force Majeure
Severability
Entire Agreement
Amendment
Notices
Survival
Waiver
Counterparts
Technology
Biotechnology
Pharmaceutical
Software Development
Manufacturing
Research & Development
Professional Services
Healthcare
Automotive
Electronics
Telecommunications
Chemical Industry
Media & Entertainment
Financial Services
Engineering
Legal
Research and Development
Intellectual Property
Executive Leadership
Business Development
Innovation
Product Development
Compliance
Technology Transfer
Corporate Development
Scientific Affairs
Contracts Administration
Chief Executive Officer
Chief Technology Officer
Legal Counsel
Intellectual Property Manager
Research Director
Business Development Manager
Innovation Manager
Patent Attorney
Technology Transfer Officer
Project Manager
Research Scientist
Product Development Manager
Contract Manager
Chief Legal Officer
Chief Innovation Officer
Licensing Manager
R&D Director
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