Software Non Disclosure Agreement Template for Belgium

This Software Non-Disclosure Agreement is essential for any business engagement involving the sharing of sensitive software-related information in Belgium. It is specifically designed to comply with Belgian law and EU regulations, including the Belgian Trade Secrets Act and GDPR requirements. The document is typically used when sharing source code, development methodologies, technical specifications, or other software-related confidential information with third parties, whether for potential business relationships, development projects, or software licensing arrangements. It includes specific provisions for technical data protection, source code handling, and software development processes, making it distinct from general NDAs. The agreement is particularly important in the software industry where intellectual property and technical know-how are critical business assets requiring strong legal 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, including the purpose of sharing confidential information and the nature of the business relationship

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Software', 'Trade Secrets', and 'Permitted Purpose'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, particularly regarding software specifications, source code, and related documentation

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

7. Data Protection Compliance: GDPR and Belgian Data Protection Act compliance requirements

8. Security Measures: Required technical and organizational measures to protect confidential information

9. Term and Survival: Duration of the agreement and obligations that survive termination

10. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination

11. Breach and Remedies: Consequences of breach and available remedies under Belgian law

12. General Provisions: Standard clauses including notices, amendments, severability, and governing law