Technology NDA Template for Belgium

This document is a specialized non-disclosure agreement tailored for technology-related confidential information, governed by Belgian law. It provides comprehensive protection for technical trade secrets, source code, technical specifications, and other technology-related confidential information while ensuring compliance with Belgian trade secret legislation and the Code of Economic Law. The agreement incorporates specific provisions for protecting technical data, development methodologies, and intellectual property rights, with consideration for GDPR compliance where relevant. It is structured to meet Belgian legal requirements for enforceability while addressing the unique challenges of protecting technical information in modern business relationships.

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What is a Technology NDA?

The Technology NDA is essential for businesses and organizations engaged in sharing sensitive technical information, source code, development methodologies, or other technology-related confidential material. This document, governed by Belgian law, is particularly crucial in situations involving technology transfer, joint development projects, technical due diligence, or vendor relationships where proprietary technical information needs protection. The agreement ensures compliance with Belgian trade secret protection laws while addressing specific technical confidentiality requirements. It is designed to protect various forms of technical information including but not limited to source code, technical specifications, development methodologies, and proprietary technologies. The document incorporates necessary provisions from Belgian law, including the Code of Economic Law and relevant EU regulations, making it suitable for both domestic and international technology-related business relationships.

What sections should be included in a Technology NDA?

1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and registered addresses

2. Background: Context of the relationship between the parties and purpose of sharing confidential information

3. Definitions: Clear definitions of 'Confidential Information', 'Trade Secrets', 'Technical Information', and other key terms used in the agreement

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement, including technical data, trade secrets, and proprietary information

5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and permitted uses of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, and as required by law

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

8. Term and Survival: Duration of the agreement and survival of obligations after termination

9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

10. Remedies: Available remedies in case of breach, including injunctive relief and damages

11. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes

What sections are optional to include in a Technology NDA?

1. Data Protection Compliance: Additional provisions for GDPR compliance when confidential information includes personal data

2. Source Code Protection: Specific provisions for protecting software source code and related technical documentation

3. Reverse Engineering Prohibition: Explicit prohibition of reverse engineering, particularly relevant for software and technical information

4. Export Control: Provisions addressing export control regulations when technology transfer may be subject to international restrictions

5. Non-Solicitation: Restrictions on soliciting or hiring employees who have access to confidential information

6. Residual Knowledge: Provisions addressing use of general knowledge and skills acquired during exposure to confidential information

7. Insider Trading Prevention: Required for publicly traded companies to prevent misuse of confidential information in securities trading

What schedules should be included in a Technology NDA?

1. Schedule 1 - Description of Technical Information: Detailed description of specific technical information covered by the NDA

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Specific technical and organizational security measures required for protecting confidential information

4. Schedule 4 - Approved Subcontractors: List of approved third parties who may receive confidential information, if applicable

5. Appendix A - Data Processing Terms: GDPR-compliant data processing terms if personal data is included in confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Belgium

Publisher

Genie AI

Cost

Free to use

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