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1. Parties: Identification of the parties entering into the agreement, including their full legal names, addresses, and company registration details if applicable
2. Background: Context of the agreement, relationship between the parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Intellectual Property Rights', 'Proprietary Rights', and other relevant terms
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Permitted Use and Disclosure: Specified purposes for which confidential information may be used and circumstances under which disclosure is permitted
6. Protection Measures: Specific security measures required to protect confidential information
7. Intellectual Property Rights: Ownership and rights related to existing and new intellectual property
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
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 legal provisions including governing law, jurisdiction, entire agreement, and amendments
1. Non-Competition: Restrictions on competitive activities - include when parties are in the same industry or when receiving party could potentially compete
2. Non-Solicitation: Restrictions on soliciting employees or customers - include when parties have access to customer/employee information
3. Assignment and Subcontracting: Rules for transferring rights/obligations - include when parties might need to involve third parties
4. Data Protection: Specific provisions for handling personal data - include when confidential information includes personal data
5. Source Code Protection: Special provisions for protecting software code - include when IT/software is involved
6. Export Control: Compliance with export control laws - include for international transactions or sensitive technology
7. Reverse Engineering: Prohibition on reverse engineering - include for technical products or processes
8. Residual Knowledge: Provisions regarding use of retained knowledge - include for consulting or professional service relationships
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Measures: Specific technical and organizational security measures required
4. Schedule 4 - Existing Intellectual Property: List of pre-existing IP rights owned by each party
5. Schedule 5 - Approved Third Party Recipients: List of approved third parties who may receive confidential information
6. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for employees or third parties
Affiliate
Authorized Purpose
Authorized Recipients
Business Day
Confidential Information
Disclosing Party
Receiving Party
Effective Date
Group
Intellectual Property Rights
New Intellectual Property
Pre-existing Intellectual Property
Proprietary Rights
Personal Data
Representatives
Security Requirements
Services
Trade Secrets
Technical Information
Deliverables
Documentation
Improvements
Licensed Materials
Permitted Purpose
Project
Restricted Period
Source Code
Specifications
Term
Third Party
Works
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Security Measures
Intellectual Property Rights
IP Ownership
IP Licensing
Data Protection
Return of Information
Non-Competition
Non-Solicitation
Term and Duration
Termination
Consequences of Termination
Breach and Remedies
Indemnification
Warranties and Representations
Assignment
Subcontracting
Force Majeure
Notice
Severability
Waiver
Amendment
Third Party Rights
Costs
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Technology
Financial Services
Manufacturing
Healthcare
Biotechnology
Professional Services
Research & Development
Entertainment
Media
Telecommunications
E-commerce
Education
Pharmaceutical
Software Development
Industrial Design
Consumer Products
Legal
Human Resources
Information Technology
Research and Development
Business Development
Procurement
Operations
Compliance
Intellectual Property
Information Security
Contract Management
Innovation
Product Development
Chief Executive Officer
Chief Technology Officer
Chief Legal Officer
General Counsel
Legal Counsel
Intellectual Property Manager
Research Director
Development Manager
Project Manager
Business Development Manager
Human Resources Director
Information Security Officer
Procurement Manager
Operations Manager
Technology Transfer Officer
Innovation Manager
Contract Manager
Compliance Officer
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