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Non Disclosure Agreement Trade Secret
"I need an Austrian Non Disclosure Agreement Trade Secret for sharing technical specifications and software code with a potential development partner, with specific provisions for source code protection and restrictions on reverse engineering, to be effective from March 2025."
1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and addresses
2. Background: Context of the disclosure, business relationship purpose, and general intent of the parties
3. Definitions: Key terms including 'Trade Secrets', 'Confidential Information', 'Permitted Purpose', and 'Authorized Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes trade secrets and confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection requirements
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors
7. Security Measures: Specific measures required to protect trade secrets, as required by Austrian Trade Secrets Act
8. Term and Survival: Duration of the agreement and obligations that survive termination
9. Return or Destruction: Requirements for returning or destroying confidential information
10. Remedies: Legal remedies available in case of breach, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Austrian law and jurisdiction
1. Data Protection Compliance: Required when confidential information includes personal data subject to GDPR
2. Employee and Contractor Obligations: Include when recipient will need to share information with employees or contractors
3. International Transfer Provisions: Required when information may be transferred outside the EU/EEA
4. Non-Competition Provisions: Optional restrictions on competitive activities, subject to Austrian competition law
5. Residual Knowledge: Optional clause addressing use of non-confidential general knowledge retained by recipient
6. Reverse Engineering Prohibition: Specific prohibition on reverse engineering, particularly relevant for technical trade secrets
7. Audit Rights: Optional right to audit recipient's compliance with security measures
1. Schedule 1 - Description of Trade Secrets: Detailed description of specific trade secrets and confidential information covered
2. Schedule 2 - Security Protocols: Detailed technical and organizational measures required for protecting the information
3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle the confidential information
4. Appendix A - Acknowledgment Form: Form for employees/contractors to acknowledge confidentiality obligations
5. Appendix B - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Trade Secrets
Disclosing Party
Receiving Party
Authorized Purpose
Authorized Representatives
Affiliate
Business Day
Confidentiality Obligations
Derivative Materials
Disclosing Group
Effective Date
Group Company
Licensed Purpose
Notice
Personal Data
Permitted Recipients
Protected Information
Representatives
Security Measures
Technical Information
Term
Third Party
Unauthorized Disclosure
Commercial Value
Reasonable Steps
Know-How
Residual Information
Intellectual Property Rights
Proprietary Information
Confidentiality Obligations
Trade Secret Protection
Permitted Use
Security Measures
Non-Disclosure
Return of Information
Data Protection
Term and Termination
Survival
Remedies
Injunctive Relief
Warranties
Assignment
Third Party Rights
Notice Requirements
Governing Law
Jurisdiction
Entire Agreement
Severability
Waiver
Amendment
Force Majeure
Interpretation
Counterparts
Duration
Indemnification
Intellectual Property Rights
Dispute Resolution
Employee Obligations
Technology
Manufacturing
Pharmaceutical
Biotechnology
Chemical
Automotive
Aerospace
Research & Development
Financial Services
Professional Services
Industrial Engineering
Software Development
Electronics
Food & Beverage
Energy
Legal
Research and Development
Innovation
Information Security
Product Development
Manufacturing
Quality Assurance
Business Development
Executive Leadership
Information Technology
Engineering
Intellectual Property
Commercial Operations
Strategic Partnerships
Chief Executive Officer
Chief Technology Officer
Research Director
Head of Innovation
Legal Counsel
Intellectual Property Manager
Business Development Manager
Project Manager
Technical Director
Chief Information Security Officer
Product Development Manager
Manufacturing Director
Quality Assurance Manager
Process Engineer
Research Scientist
Commercial Director
Innovation Manager
Strategic Partnership Manager
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