Intellectual Property Non Disclosure Agreement Template for Austria

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Key Requirements PROMPT example:

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."

Document background
The Intellectual Property Non Disclosure Agreement is essential when parties need to share sensitive intellectual property or confidential information while ensuring legal protection under Austrian law. This document is particularly crucial in situations involving technology transfer, research collaboration, business negotiations, or potential partnerships where proprietary information needs to be disclosed. It combines standard confidentiality provisions with specific intellectual property protections, incorporating requirements from Austrian civil code, IP laws, and EU regulations. The agreement is designed to protect various forms of intellectual property including patents, trade secrets, proprietary technology, and other confidential information, while establishing clear guidelines for use, disclosure, and protection of such information. It's commonly used in business negotiations, joint ventures, potential mergers or acquisitions, and research collaborations where intellectual property protection is paramount.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Relevant Industries

Technology

Biotechnology

Pharmaceutical

Software Development

Manufacturing

Research & Development

Professional Services

Healthcare

Automotive

Electronics

Telecommunications

Chemical Industry

Media & Entertainment

Financial Services

Engineering

Relevant Teams

Legal

Research and Development

Intellectual Property

Executive Leadership

Business Development

Innovation

Product Development

Compliance

Technology Transfer

Corporate Development

Scientific Affairs

Contracts Administration

Relevant Roles

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

Industries
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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