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1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company numbers
2. Background: Context of the agreement, nature of the confidential IP, and purpose of disclosure
3. Definitions: Definitions of key terms including 'Confidential Information', 'Intellectual Property Rights', 'Representatives', and 'Permitted Purpose'
4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and restricted use of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
6. Security Measures: Specific measures required to protect confidential information, including physical, electronic, and procedural safeguards
7. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination
8. Intellectual Property Rights: Confirmation that disclosure does not transfer any IP rights and protection of existing IP rights
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement
1. Corporate Group Provisions: Additional provisions for when either party is part of a larger corporate group, defining group company access rights
2. Joint Venture/Collaboration Provisions: Specific provisions for when the confidential information is shared in context of a potential joint venture or collaboration
3. Export Control: Provisions regarding compliance with export control laws when confidential information includes controlled technology
4. Data Protection: Specific provisions when confidential information includes personal data requiring PDPO compliance
5. Reverse Engineering Prohibition: Specific prohibition on reverse engineering when confidential information includes software or technical products
6. Residual Knowledge: Provisions addressing use of residual knowledge retained in unaided memory
7. Competition Law Compliance: Provisions ensuring compliance with competition laws when parties are competitors
8. Publicity: Provisions regarding public announcements or acknowledgment of the relationship
1. Schedule 1 - Confidential Information: Detailed description or list of confidential information covered by the agreement
2. Schedule 2 - Authorized Personnel: List of authorized personnel who may access the confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols to be followed
4. Schedule 4 - Permitted Purpose: Detailed description of the permitted purpose for which confidential information may be used
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for authorized personnel to sign
Authorized Personnel
Confidential Information
Disclosing Party
Effective Date
Intellectual Property Rights
Licensed Purpose
Patents
Permitted Purpose
Proprietary Information
Receiving Party
Representatives
Residual Information
Security Requirements
Subsidiary
Technical Information
Term
Trade Secrets
Unauthorized Disclosure
Background IP
Confidentiality Period
Derived Information
Excluded Information
Group Company
Licensed Materials
Notice
Personal Data
Process/Processing
Professional Advisers
Related Company
Security Breach
Specified Purpose
Technical Documentation
Third Party
Working Day
Permitted Use
Intellectual Property Rights
Data Protection
Information Security
Term and Duration
Return or Destruction
Non-Disclosure
Permitted Disclosures
Exceptions to Confidentiality
Breach and Remedies
Injunctive Relief
Notice Requirements
Assignment
Governing Law
Jurisdiction
Entire Agreement
Severability
Variation
Third Party Rights
Security Measures
Representatives' Obligations
Export Control
Survival
Waiver
Force Majeure
Counterparts
Publicity Restrictions
Competition Law
Dispute Resolution
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Research & Development
Electronics
Software Development
Financial Services
Healthcare
Automotive
Aerospace
Consumer Products
Chemical Industry
Telecommunications
Legal
Research & Development
Intellectual Property
Innovation
Engineering
Product Development
Business Development
Corporate Strategy
Technology Transfer
Information Security
Compliance
Executive Leadership
Chief Executive Officer
Chief Technology Officer
Head of Research & Development
Intellectual Property Counsel
Legal Counsel
Patent Attorney
Research Director
Innovation Manager
Business Development Director
Chief Legal Officer
Technology Transfer Manager
IP Portfolio Manager
General Counsel
Licensing Manager
Product Development Manager
Chief Innovation Officer
Head of Engineering
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