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Non Use Agreement
I need a Non-Use Agreement under Danish law to prevent a potential manufacturing partner from using our proprietary battery technology; the agreement should be particularly strict on security measures and include provisions for regular compliance audits starting March 2025.
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement, including the nature of the information or assets subject to non-use restrictions
3. Definitions: Key terms used in the agreement, including 'Confidential Information', 'Restricted Information', 'Non-Use Period', etc.
4. Scope of Non-Use: Detailed description of what information/assets cannot be used and the extent of restrictions
5. Duration: Time period for which the non-use obligations remain in effect
6. Acknowledgments: Parties' acknowledgments regarding ownership and rights to the restricted information/assets
7. Security Measures: Required measures to ensure compliance with non-use obligations
8. Breach and Remedies: Consequences of breach and available remedies
9. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
10. Signatures: Execution block for parties' signatures
1. Group Companies: Section defining obligations for affiliated companies, relevant when parties are part of larger corporate groups
2. Return/Destruction of Materials: Procedures for handling physical or electronic materials, relevant when tangible items are involved
3. Audit Rights: Rights to audit compliance, relevant for high-value or high-risk situations
4. Insurance Requirements: Specific insurance obligations, relevant for high-risk situations
5. Data Protection: GDPR compliance provisions, required when personal data is involved
6. Permitted Uses: Specific exceptions to non-use obligations, relevant when limited use is allowed
7. Assignment: Terms for transferring rights/obligations, relevant for long-term agreements
1. Schedule 1 - Restricted Information: Detailed list or description of information/assets subject to non-use restrictions
2. Schedule 2 - Authorized Personnel: List of individuals authorized to handle the restricted information, if applicable
3. Schedule 3 - Security Protocols: Detailed security measures and compliance procedures
4. Schedule 4 - Permitted Uses: Detailed description of any permitted uses or exceptions, if applicable
5. Appendix A - Contact Details: Contact information for key personnel and notices
Authors
Non-Use Period
Permitted Purpose
Authorized Representatives
Affiliate
Business Day
Confidential Information
Trade Secrets
Security Measures
Intellectual Property Rights
Representatives
Restricted Activities
Compliance Notice
Material Breach
Group Company
Proprietary Information
Security Protocols
Restricted Territory
Technical Information
Commercial Information
Derived Information
Access Credentials
Security Incident
Destruction Notice
Compliance Certificate
Confidentiality
Duration
Security Measures
Audit Rights
Breach and Remedies
Warranties and Representations
Return of Information
Permitted Uses
Governing Law and Jurisdiction
Force Majeure
Assignment
Severability
Entire Agreement
Notices
Third Party Rights
Data Protection
Indemnification
Compliance
Termination
Amendment
Waiver
Costs
Insurance
Technology
Manufacturing
Professional Services
Research & Development
Healthcare
Financial Services
Industrial Design
Software Development
Biotechnology
Engineering
Consulting
Legal
Compliance
Information Security
Research & Development
Business Development
Operations
Intellectual Property
Risk Management
Commercial
Information Technology
Innovation
Legal Counsel
Compliance Officer
Chief Technology Officer
Research Director
Business Development Manager
Intellectual Property Manager
Chief Information Security Officer
Commercial Director
Operations Manager
Product Development Manager
Chief Executive Officer
Innovation Director
Contract Manager
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