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1. Parties: Identifies and provides full details of all three parties to the agreement
2. Background: Explains the context and purpose of the agreement, including the relationship between the three parties
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Permitted Purpose', and 'Representatives'
4. Scope of Confidential Information: Clearly defines what constitutes confidential information under the agreement
5. Disclosure and Use of Confidential Information: Details how confidential information can be shared between the three parties and the permitted uses
6. Obligations of Confidentiality: Specifies the obligations of each party to maintain confidentiality, including security measures
7. Permitted Disclosures: Outlines circumstances under which confidential information may be disclosed, including to representatives and legal requirements
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Breach and Remedies: Consequences of breach and available remedies for each party
11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
12. Execution: Signature blocks for all three parties
1. Intellectual Property Rights: Used when confidential information includes IP that needs specific protection provisions
2. Non-Solicitation: Include when parties wish to prevent poaching of employees or clients
3. Publicity and Announcements: Include when parties need to regulate public statements about their relationship
4. Insurance Requirements: Used when parties require specific insurance coverage for confidential information
5. Data Protection Compliance: Include when confidential information includes personal data requiring specific handling
6. Competitive Activities: Used when parties need to address potential competitive conflicts
7. Third Party Rights: Include when rights need to be extended to affiliated companies or specific third parties
8. Cost Sharing: Used when parties need to share costs related to protecting confidential information
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
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 for handling confidential information
4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted use of confidential information
5. Appendix A - Notice Requirements: Contact details and procedures for serving notices under the agreement
6. Appendix B - Information Handling Procedures: Specific procedures for marking, storing, and transmitting confidential information
Permitted Purpose
Representatives
Disclosing Party
Receiving Parties
Affiliate
Business Day
Commencement Date
Confidentiality Obligation
Disclosing Notice
Effective Date
Excluded Information
Force Majeure Event
Intellectual Property Rights
Licensed Purpose
Material Breach
Notice
Permitted Disclosees
Project
Related Body Corporate
Security Standards
Sensitive Information
Term
Third Party Information
Trade Secrets
Unauthorized Disclosure
Working Hours
Information Use
Information Protection
Permitted Disclosure
Return of Information
Data Protection
Intellectual Property
Term and Termination
Breach and Remedies
Warranties and Representations
Non-Solicitation
Competition Restrictions
Assignment
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Notices
Severability
Entire Agreement
Variation
Third Party Rights
Costs
Counterparts
Technology
Healthcare
Biotechnology
Financial Services
Manufacturing
Research & Development
Education
Professional Services
Pharmaceuticals
Information Technology
Telecommunications
Defense
Energy
Real Estate
Consumer Goods
Media & Entertainment
Legal
Executive
Research and Development
Business Development
Compliance
Information Technology
Operations
Finance
Commercial
Risk Management
Innovation
Partnerships
Intellectual Property
Corporate Affairs
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Counsel
Chief Technology Officer
Research Director
Business Development Manager
Project Manager
Intellectual Property Manager
Compliance Officer
Chief Financial Officer
Operations Director
Commercial Manager
Research Scientist
Innovation Manager
Partnership Manager
Contract Manager
Risk Manager
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