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1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Explains the context and purpose of the agreement, including the nature of the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information' and 'Intellectual Property'
4. Scope of Confidential Information: Clearly identifies what information is considered confidential under the agreement
5. Obligations of Confidentiality: Details the specific duties and responsibilities regarding the protection and non-disclosure of confidential information
6. Permitted Use: Specifies the authorized purposes for which the confidential information may be used
7. Permitted Disclosures: Outlines circumstances under which confidential information may be disclosed to authorized persons
8. Security Measures: Specifies required security measures for protecting confidential information
9. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
10. Term and Termination: Specifies the duration of the agreement and conditions for termination
11. Breach and Remedies: Outlines consequences of breach and available remedies
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution details
1. Intellectual Property Rights: Detailed section specifically addressing IP ownership and rights when the agreement involves significant IP assets
2. Non-Competition: Include when there's a need to prevent the receiving party from competing using the confidential information
3. Non-Solicitation: Used when there's a need to prevent poaching of employees or customers
4. Publicity and Announcements: Include when public disclosure of the relationship needs to be controlled
5. Insurance Requirements: Include when specific insurance coverage is required for handling sensitive information
6. Data Privacy Compliance: Include when confidential information includes personal data subject to privacy laws
7. Export Control: Include when information may be subject to international transfer restrictions
8. Subcontractors: Include when the receiving party may need to engage subcontractors who will access the information
9. Dispute Resolution: Include detailed alternative dispute resolution procedures when preferred over standard court proceedings
10. Survivorship: Detailed provisions about which obligations continue after termination, when complex ongoing obligations exist
1. Schedule 1 - Description of Confidential Information: Detailed list or description of specific confidential information covered by the agreement
2. Schedule 2 - Authorized Personnel: List of individuals authorized to access the confidential information
3. Schedule 3 - Security Protocols: Detailed security procedures and requirements for handling confidential information
4. Schedule 4 - Approved Subcontractors: List of approved subcontractors or third parties who may access the information
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for authorized personnel to sign
6. Appendix B - Data Breach Response Plan: Procedures to be followed in case of unauthorized disclosure or security breach
Intellectual Property
Intellectual Property Rights
Patents
Copyright Materials
Trade Marks
Trade Secrets
Know-How
Disclosing Party
Recipient
Authorized Purpose
Authorized Personnel
Affiliated Entities
Background IP
Developed IP
Confidentiality Breach
Disclosed Information
Permitted Disclosures
Security Requirements
Term
Business Day
Business Hours
Commencement Date
Confidentiality Period
Confidentiality Obligations
Representatives
Related Bodies Corporate
Proprietary Information
Technical Information
Commercial Information
Improvements
Derivative Works
Excluded Information
Permitted Use
Security Breach
Third Party
Moral Rights
Designs
Circuit Layout Rights
Intellectual Property Rights
Non-Disclosure
Permitted Use
Security Measures
Return of Information
Term and Termination
Breach and Remedies
Indemnification
Warranties and Representations
Assignment
Severability
Governing Law
Dispute Resolution
Force Majeure
Entire Agreement
Amendment
Notices
Survival
Third Party Rights
Waiver
Counterparts
Non-Competition
Non-Solicitation
Data Protection
Compliance with Laws
Publicity
Authorization
Relationship of Parties
Costs
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Research & Development
Creative Industries
Financial Services
Healthcare
Engineering
Software Development
Media & Entertainment
Professional Services
Education
Telecommunications
Legal
Research and Development
Innovation
Business Development
Intellectual Property
Compliance
Corporate Development
Technology Transfer
Commercial
Partnerships
Risk Management
Product Development
Chief Executive Officer
Chief Technology Officer
Chief Legal Officer
Intellectual Property Counsel
Legal Counsel
Research Director
Development Manager
Innovation Manager
Business Development Manager
Project Manager
Contract Manager
Compliance Officer
Head of Research
Technology Transfer Officer
Commercial Director
Partnership Manager
Investment Manager
Due Diligence Officer
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