The Indemnification In Non Disclosure Agreement is essential for business relationships where sensitive information needs to be shared while maintaining robust protection through both confidentiality obligations and specific indemnification provisions. This document is particularly relevant in the Australian legal context where businesses need to ensure compliance with federal and state legislation while protecting their confidential information. It is commonly used in situations involving high-value intellectual property, sensitive commercial information, or strategic business data where standard NDAs may not provide sufficient protection. The agreement combines traditional NDA elements with specific indemnification clauses that outline the consequences and compensation requirements in case of breach, making it suitable for complex commercial relationships where significant risks need to be managed.
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1. Parties: Identification and details of all parties to the agreement
2. Background: Context of the agreement and purpose for sharing confidential information
3. Definitions: Definitions of key terms including 'Confidential Information', 'Indemnified Parties', 'Loss', and 'Representatives'
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Use and Disclosure: Specified circumstances under which confidential information may be used or disclosed
6. Indemnification: Specific indemnification obligations, including scope, limitations, and process for claiming
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
8. Term and Termination: Duration of the agreement and circumstances for termination
9. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Specific Exclusions from Confidential Information: Detailed list of exclusions from confidential information definition, used when standard exclusions need modification
2. Security Measures: Specific security protocols required for protecting confidential information, used when dealing with highly sensitive data
3. Insurance Requirements: Insurance obligations related to the indemnification, used for high-value or high-risk information sharing
4. Dispute Resolution: Detailed dispute resolution procedures, used when parties prefer alternative dispute resolution methods
5. Representatives and Authorized Persons: Specific provisions regarding who can access confidential information, used when access needs to be strictly controlled
6. Survival: Specific provisions about which obligations survive termination, used when standard survival terms need modification
1. Schedule A - Confidential Information: Detailed description or categorization of the confidential information covered
2. Schedule B - Authorized Representatives: List of authorized representatives who may access the confidential information
3. Schedule C - Security Protocols: Specific security measures and protocols for protecting confidential information
4. Schedule D - Indemnification Limits: Specific monetary or other limits on indemnification obligations
5. Appendix 1 - Notice Requirements: Forms and procedures for giving notice under the agreement
6. Appendix 2 - Destruction Certificate: Form of certificate confirming destruction of confidential information
Relevant legal definitions
Confidential Information
Disclosing Party
Receiving Party
Representatives
Authorized Persons
Permitted Purpose
Indemnified Parties
Loss
Claim
Affiliate
Business Day
Confidentiality Obligations
Disclosing Group
Effective Date
Excluded Information
Force Majeure Event
Indemnification Obligations
Intellectual Property Rights
Material Breach
Notice
Personal Information
Related Body Corporate
Security Requirements
Term
Third Party
Trade Secrets
Unauthorized Disclosure
Liability Cap
Consequential Loss
Destruction Certificate
Disclosing Party
Receiving Party
Representatives
Authorized Persons
Permitted Purpose
Indemnified Parties
Loss
Claim
Affiliate
Business Day
Confidentiality Obligations
Disclosing Group
Effective Date
Excluded Information
Force Majeure Event
Indemnification Obligations
Intellectual Property Rights
Material Breach
Notice
Personal Information
Related Body Corporate
Security Requirements
Term
Third Party
Trade Secrets
Unauthorized Disclosure
Liability Cap
Consequential Loss
Destruction Certificate
Clauses
Confidentiality
Indemnification
Use Restrictions
Return of Information
Security Measures
Term and Termination
Survival
Notice
Governing Law
Dispute Resolution
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Waiver
Counterparts
Third Party Rights
Costs
Compliance with Laws
Representation and Warranties
Relationship of Parties
Insurance
Limitation of Liability
Indemnification
Use Restrictions
Return of Information
Security Measures
Term and Termination
Survival
Notice
Governing Law
Dispute Resolution
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Waiver
Counterparts
Third Party Rights
Costs
Compliance with Laws
Representation and Warranties
Relationship of Parties
Insurance
Limitation of Liability
Relevant Industries
Technology and Software
Financial Services
Healthcare and Biotechnology
Manufacturing
Professional Services
Research and Development
Mining and Resources
Telecommunications
Defense and Security
Professional Services
Relevant Teams
Legal
Compliance
Risk Management
Executive Leadership
Information Security
Procurement
Business Development
Research and Development
Innovation
Operations
Finance
Information Technology
Relevant Roles
Chief Legal Officer
General Counsel
Compliance Manager
Risk Manager
Chief Executive Officer
Chief Financial Officer
Commercial Director
Business Development Manager
Chief Technology Officer
Information Security Officer
Contract Manager
Procurement Manager
Project Manager
Research Director
Chief Innovation Officer
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