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Intellectual Property Non Disclosure Agreement
"I need an Intellectual Property Non Disclosure Agreement governed by Belgian law for a three-party collaboration between our software company, a research institution, and a manufacturing partner, where we'll be sharing AI algorithms and manufacturing processes for a new product launch in March 2025."
1. Parties: Identification of the disclosing and receiving parties, including full legal names, registered addresses, and company registration numbers
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Intellectual Property Rights', 'Trade Secrets', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information and IP covered by the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information
6. Permitted Use and Disclosure: Specified purposes for which confidential information may be used and circumstances under which disclosure is permitted
7. IP Rights and Ownership: Confirmation of IP ownership and that no rights or licenses are transferred unless explicitly stated
8. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination
9. Duration and Termination: Term of the agreement and survival of obligations post-termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Data Protection Compliance: Required when confidential information includes personal data, addressing GDPR compliance
2. Employee and Subcontractor Obligations: Needed when receiving party needs to share information with employees or subcontractors
3. Export Control: Required when confidential information is subject to export control regulations
4. Reverse Engineering Prohibition: Important when protecting technical information or trade secrets that could be reverse engineered
5. Non-Solicitation: Optional protection against hiring key personnel involved in confidential projects
6. Competitive Activity Restrictions: When specific competitive activities need to be restricted, subject to competition law compliance
7. Source Code Protection: Specific provisions for software-related IP and source code protection
8. Audit Rights: Optional right to audit compliance with confidentiality obligations
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information and IP covered
2. Schedule 2 - Authorized Representatives: List of authorized persons who may access confidential information
3. Schedule 3 - Security Measures: Specific security protocols and measures for protecting confidential information
4. Schedule 4 - Approved Subcontractors: If applicable, list of approved subcontractors who may access information
5. Appendix A - Information Handling Procedures: Detailed procedures for handling, storing, and transmitting confidential information
6. Appendix B - Form of Confidentiality Undertaking: Template for confidentiality undertakings by employees or subcontractors
Authors
Agreement
Authorised Recipients
Business Day
Business Purpose
Confidential Information
Data Protection Laws
Disclosing Party
Effective Date
Group
Intellectual Property Rights
Know-How
Licensed Purpose
Non-Disclosure Obligations
Patent Rights
Permitted Purpose
Personal Data
Receiving Party
Representatives
Security Requirements
Software
Source Code
Subsidiary
Technical Documentation
Technical Information
Term
Trade Secrets
Trademark Rights
Working Hours
Works
Intellectual Property Rights
Use Restrictions
Information Protection
Return of Information
Term and Termination
Permitted Disclosures
Non-Competition
Non-Solicitation
Data Protection
Security Measures
Breach Notification
Remedies
Indemnification
Dispute Resolution
Governing Law
Jurisdiction
Assignment
Third Party Rights
Severability
Force Majeure
Entire Agreement
Amendments
Notices
Counterparts
Survival
Export Control
Representations and Warranties
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Software Development
Research & Development
Professional Services
Healthcare
Automotive
Aerospace
Chemical Industry
Electronics
Industrial Design
Artificial Intelligence
Telecommunications
Legal
Research & Development
Intellectual Property
Innovation
Product Development
Business Development
Information Technology
Executive Leadership
Technical Operations
Compliance
Corporate Development
Engineering
Chief Technology Officer
Intellectual Property Counsel
Research Director
Legal Counsel
Innovation Manager
Product Development Manager
Business Development Director
Chief Executive Officer
Patent Attorney
R&D Manager
Technology Transfer Officer
Chief Legal Officer
Head of Innovation
Technical Director
Compliance Officer
Chief Information Officer
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