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Boilerplate Confidentiality Agreement
"I need a Boilerplate Confidentiality Agreement under Belgian law for my software company to protect our source code and development plans when working with external contractors, ensuring GDPR compliance and including specific provisions for technical data protection."
1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Affiliate'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including both expressly disclosed information and derived information
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, and as required by law
7. Security Measures: Specific measures required to protect confidential information, including technical and organizational measures
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration and Survival: Term of the agreement and survival of obligations after termination
10. General Provisions: Standard provisions including governing law, jurisdiction, entire agreement, and amendments
1. Data Protection Compliance: Required when confidential information includes personal data under GDPR
2. International Transfer Provisions: Required when confidential information will be transferred outside the EU/EEA
3. Non-Solicitation: Optional restriction on soliciting employees or customers, if relevant to the business relationship
4. Non-Competition: Optional restriction on competitive activities, subject to Belgian competition law limitations
5. Specific Industry Requirements: Additional provisions required for regulated industries (e.g., financial services, healthcare)
6. Intellectual Property Rights: Required when confidential information includes IP or when IP might be created during the relationship
7. Force Majeure: Optional clause addressing unforeseen circumstances preventing performance
8. Audit Rights: Optional provision allowing the disclosing party to audit compliance with the agreement
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Detailed technical and organizational security measures required
4. Schedule 4 - Approved Subcontractors: If relevant, list of approved third parties who may receive confidential information
5. Appendix A - Data Processing Terms: Required when personal data is involved, containing GDPR-compliant processing terms
Authors
Trade Secrets
Disclosing Party
Receiving Party
Representatives
Affiliates
Permitted Purpose
Personal Data
Data Protection Laws
Business Day
Effective Date
Group
Intellectual Property Rights
Notice
Permitted Disclosees
Professional Advisers
Security Requirements
Term
Unauthorized Disclosure
Working Hours
Derived Information
Excluded Information
Force Majeure Event
Jurisdiction
Related Persons
Technical Information
Business Information
Confidentiality Obligations
Disclosing Group
Receiving Group
Permitted Use
Permitted Disclosure
Return of Information
Data Protection
Security Measures
Term and Survival
Non-Disclosure
Remedies
Indemnification
Governing Law
Jurisdiction
Notice
Assignment
Severability
Entire Agreement
Amendment
Third Party Rights
Force Majeure
Counterparts
Non-Solicitation
Non-Competition
Dispute Resolution
Costs
Waiver
Interpretation
Technology
Manufacturing
Financial Services
Healthcare
Pharmaceutical
Professional Services
Real Estate
Energy
Telecommunications
Retail
Consumer Goods
Industrial
Research & Development
Entertainment
Media
Education
Biotechnology
Construction
Logistics
Consulting
Legal
Human Resources
Executive Leadership
Business Development
Research and Development
Finance
Operations
Procurement
Information Technology
Sales
Compliance
Risk Management
Corporate Development
Strategy
Innovation
Partnerships
Product Development
Mergers and Acquisitions
Chief Executive Officer
Legal Counsel
Business Development Manager
Human Resources Director
Chief Technology Officer
Project Manager
Research Director
Finance Director
Operations Manager
Procurement Manager
Investment Manager
Strategy Director
Innovation Manager
Sales Director
Partnership Manager
Compliance Officer
Risk Manager
General Counsel
Contract Manager
Chief Information Officer
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