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Consultant Confidentiality Agreement
"I need a Consultant Confidentiality Agreement under Belgian law for a tech startup engaging multiple IT consultants who will have access to our proprietary software code and development plans; the agreement needs to be especially strong on IP protection and include provisions for source code handling."
1. Parties: Identification of the disclosing party (company) and receiving party (consultant)
2. Background: Context of the consulting relationship and need for confidentiality
3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives'
4. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be shared and associated procedures
6. Data Protection: GDPR compliance and personal data handling requirements
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction: Obligations regarding return or destruction of confidential information
9. Duration and Survival: Term of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices
1. Intellectual Property Rights: Additional provisions regarding IP ownership and licenses - include when consultant may create IP
2. Non-Competition: Restrictions on competitive activities - include when consultant has access to highly sensitive information
3. Non-Solicitation: Restrictions on soliciting employees/clients - include for consultants with significant client contact
4. Audit Rights: Right to audit consultant's compliance - include for long-term or high-risk engagements
5. Insurance Requirements: Consultant's insurance obligations - include for high-risk or regulated industry contexts
6. Data Processing Agreement: Detailed GDPR compliance terms - include when consultant will process personal data
7. Representatives' Compliance: Obligations regarding consultant's team members - include when consultant will use subcontractors
1. Schedule 1 - Scope of Confidential Information: Detailed description of information categories covered by the agreement
2. Schedule 2 - Security Requirements: Specific technical and organizational security measures required
3. Schedule 3 - Approved Representatives: List of approved individuals who may access confidential information
4. Appendix A - Information Return Form: Template for documenting return/destruction of confidential information
5. Appendix B - Confidentiality Undertaking: Form for representatives to sign acknowledging confidentiality obligations
Authors
Confidential Information
Trade Secrets
Personal Data
Permitted Purpose
Services
Disclosing Party
Receiving Party
Representatives
Affiliate
Business Day
Effective Date
Term
Intellectual Property Rights
Derivative Materials
Security Requirements
Data Protection Laws
GDPR
Processed/Processing
Controller
Processor
Technical Data
Commercial Information
Know-How
Business Plans
Financial Information
Customer Data
Proprietary Information
Authorised Recipients
Confidentiality Period
Force Majeure Event
Material Breach
Working Hours
Notices
Related Persons
Definitions
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Security Measures
Data Protection
Return of Information
Duration
Survival
Non-Competition
Non-Solicitation
Intellectual Property
Representations and Warranties
Breach and Remedies
Indemnification
Assignment
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Notices
Third Party Rights
Governing Law
Jurisdiction
Counterparts
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Telecommunications
Pharmaceutical
Biotechnology
Energy
Research & Development
Retail
Media & Entertainment
Construction
Automotive
Education
Legal
Human Resources
Procurement
Information Technology
Research & Development
Finance
Operations
Compliance
Risk Management
Information Security
Administrative Services
Project Management Office
Legal Counsel
HR Manager
Procurement Manager
Project Manager
Business Development Director
Chief Technology Officer
Chief Financial Officer
Operations Manager
Research Director
IT Security Manager
Compliance Officer
Risk Manager
Department Head
Executive Assistant
Contract Administrator
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