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1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Sets out the context and purpose of the NDA, including the nature of the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information'
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
6. Security Measures: Required steps to maintain the security and confidentiality of the information
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. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Section clarifying ownership and protection of IP rights when the confidential information includes intellectual property
2. Non-Solicitation: Restrictions on soliciting employees or customers, used when parties have access to sensitive relationship information
3. Non-Competition: Restrictions on competitive activities, included when sharing highly sensitive commercial information
4. Data Protection Compliance: Specific obligations regarding personal data handling, required when confidential information includes personal data
5. Export Control: Compliance with export control laws, needed when information may be subject to international transfer restrictions
6. Residual Knowledge: Provisions regarding use of non-confidential general knowledge retained by recipients, useful in professional service contexts
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential under 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 required for handling the confidential information
4. Schedule 4 - Approved Purpose: Detailed description of the permitted purpose for which confidential information may be used
Permitted Purpose
Disclosing Party
Recipient
Authorized Representatives
Affiliate
Business Day
Commencement Date
Confidentiality Obligation
Personal Information
Representatives
Security Breach
Term
Third Party
Trade Secrets
Intellectual Property Rights
Related Body Corporate
Permitted Disclosure
Excluded Information
Compliance Laws
Data Protection Laws
Force Majeure Event
Notice
Proprietary Information
Residual Information
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Protection Measures
Return of Information
Term and Termination
Breach and Remedies
Intellectual Property
Data Protection
Warranties and Representations
Indemnification
Assignment
Severability
Force Majeure
Waiver
Notices
Governing Law
Dispute Resolution
Entire Agreement
Variation
Costs
Counterparts
Survival
Technology
Healthcare
Financial Services
Manufacturing
Professional Services
Research and Development
Energy
Retail
Education
Media and Entertainment
Real Estate
Biotechnology
Telecommunications
Mining and Resources
Legal Services
Legal
Human Resources
Executive Leadership
Business Development
Research and Development
Information Technology
Finance
Operations
Procurement
Marketing
Sales
Product Development
Corporate Strategy
Mergers and Acquisitions
Innovation
Chief Executive Officer
Business Development Manager
Legal Counsel
Human Resources Director
Project Manager
Research Scientist
Investment Analyst
Product Manager
Chief Technology Officer
Procurement Manager
Business Analyst
Consultant
Department Head
Operations Manager
Chief Financial Officer
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