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Reciprocal NDA
"I need a Reciprocal NDA governed by Belgian law for a potential joint venture between our biotech company and a research institution, with special attention to intellectual property protection and research data confidentiality."
1. Parties: Identification of all contracting parties with full legal names and registered addresses
2. Background: Context of the agreement and purpose of information sharing
3. Definitions: Definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Authorized Recipients'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information for both parties
5. Mutual Obligations of Confidentiality: Core confidentiality obligations and standard of care required from both parties
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, and as required by law
7. Data Protection and Processing: GDPR compliance provisions and data handling requirements
8. Security Measures: Required security measures for protecting confidential information
9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
10. Duration and Termination: Term of the agreement and survival of obligations
11. Breach and Remedies: Consequences of breach and available remedies under Belgian law
12. General Provisions: Standard clauses including notices, amendments, severability, and entire agreement
13. Governing Law and Jurisdiction: Confirmation of Belgian law as governing law and jurisdiction for disputes
1. Non-Solicitation: Optional restrictions on soliciting employees or customers, included when parties want to prevent poaching
2. Specific Security Protocols: Detailed security requirements, included when handling particularly sensitive information or in regulated industries
3. Audit Rights: Rights to audit compliance with the NDA, included for highly sensitive information or regulatory requirements
4. Insurance Requirements: Specific insurance obligations, included when handling high-risk or valuable information
5. Third Party Rights: Rights of third parties under the agreement, included when third party information is involved
6. Force Majeure: Provisions for unforeseen circumstances, included for long-term NDAs or specific risk scenarios
7. Language Requirements: Provisions regarding official language versions, included when parties operate in multiple languages
1. Schedule 1 - Authorized Recipients: List of individuals or roles authorized to access confidential information
2. Schedule 2 - Security Protocols: Detailed technical and organizational security measures required
3. Schedule 3 - Specific Categories of Confidential Information: Detailed categorization of different types of confidential information
4. Appendix A - Data Processing Requirements: Specific GDPR-related data processing obligations and procedures
5. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
Authors
Trade Secret
Disclosing Party
Receiving Party
Affiliate
Authorized Purpose
Authorized Recipients
Business Day
Confidentiality Obligations
Disclosing Group
Effective Date
Group
Personal Data
Representatives
Security Requirements
Permitted Disclosures
Term
Data Controller
Data Processor
Intellectual Property Rights
Professional Advisors
Related Persons
Residual Information
Technical Information
Commercial Information
Proprietary Information
Excluded Information
Force Majeure Event
Breach Notice
Destruction Certificate
Definitions
Confidentiality Obligations
Permitted Use
Permitted Disclosures
Data Protection
Security Measures
Return of Information
Destruction of Information
Duration
Survival
Remedies
Indemnification
Assignment
Notice
Severability
Entire Agreement
Amendment
Force Majeure
Third Party Rights
Governing Law
Jurisdiction
Counterparts
Language
Warranties
Non-Solicitation
Publicity
Costs
Waiver
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Research & Development
Telecommunications
Biotechnology
Energy
Real Estate
Consumer Goods
Education
Automotive
Pharmaceuticals
Construction
Media & Entertainment
Legal
Business Development
Research & Development
Executive Leadership
Procurement
Information Technology
Corporate Development
Operations
Finance
Innovation
Commercial
Partnerships
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Business Development Director
Chief Technology Officer
Research Director
Partnership Manager
Innovation Manager
Project Manager
Procurement Manager
Commercial Director
Chief Financial Officer
Operations Director
Investment Manager
Corporate Development Manager
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