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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', 'Permitted Purpose', and 'Representatives'
4. Confidentiality Obligations: Core section detailing the obligations to maintain confidentiality and restrictions on use of confidential information
5. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed and to whom
6. Security Measures: Outlines required security measures for protecting confidential information
7. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Include when confidential information includes IP or when ownership of derived works needs to be addressed
2. Data Protection: Include when personal data is involved, ensuring compliance with privacy laws
3. Non-Solicitation: Include when there's a risk of poaching employees or clients
4. Export Control: Include when dealing with international transfers of technical data or technology
5. Publicity and Announcements: Include when public relations or announcements need to be controlled
6. Competitive Activities: Include when parties are competitors or potential competitors
7. Insurance Requirements: Include when handling particularly sensitive or valuable information
8. Audit Rights: Include when regular verification of compliance is required
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information deemed confidential
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed
4. Schedule 4 - Permitted Purpose: Detailed description of the permitted use of confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template undertaking for representatives or third parties who need access to confidential information
Authorised Purpose
Authorised Representative
Business Day
Business Hours
Confidential Information
Disclosing Party
Effective Date
Excluded Information
Group
Intellectual Property Rights
Loss
Material
Nominated Representative
Notice
Permitted Disclosure
Personal Information
Personnel
Receiving Party
Related Body Corporate
Representatives
Security Requirements
Specified Purpose
Subsidiary
Term
Third Party
Trade Secrets
Undertaking
Interpretation
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Protection of Confidential Information
Security Measures
Privacy Compliance
Return or Destruction of Information
Term and Survival
Breach and Remedies
Indemnification
Intellectual Property
Non-Solicitation
Assignment
Variation
Notice
Severability
Entire Agreement
Governing Law
Jurisdiction
Counterparts
Costs
Force Majeure
Waiver
Further Assurance
Technology
Healthcare
Financial Services
Manufacturing
Professional Services
Research and Development
Biotechnology
Real Estate
Energy
Telecommunications
Education
Retail
Media and Entertainment
Construction
Mining and Resources
Legal
Human Resources
Executive Leadership
Research and Development
Information Technology
Business Development
Operations
Finance
Procurement
Risk and Compliance
Information Security
Corporate Development
Mergers and Acquisitions
Product Development
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Counsel
Human Resources Director
Chief Technology Officer
Business Development Manager
Project Manager
Research Director
Investment Manager
Procurement Manager
Operations Director
Chief Financial Officer
Chief Information Officer
Department Head
Senior Executive
Contract Manager
Risk Manager
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