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1. Parties: Identification of the disclosing and receiving parties, including full legal names and registered addresses
2. Background: Context of the agreement and the business relationship between the parties
3. Definitions: Key terms used in the agreement, including 'Confidential Information', 'Representatives', 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of the confidential information
6. Security Measures: Required measures to protect and safeguard confidential information
7. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom
8. Term and Survival: Duration of the agreement and obligations that continue after termination
9. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
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. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes IP - use when dealing with technical information or trade secrets
2. Data Privacy Compliance: Specific provisions relating to personal data protection - include when confidential information may contain personal data
3. Non-Solicitation: Prevents poaching of employees or clients - include when sharing sensitive business relationship information
4. Competitive Activities: Restrictions on competitive activities - use when sharing business strategies or market-sensitive information
5. Assignment and Subcontracting: Rules for transferring rights or obligations - include when parties might need to involve third parties
6. Force Majeure: Provisions for unforeseen circumstances - include for longer-term NDAs
7. Independent Contractor Relationship: Clarifies relationship between parties - include when parties might be mistaken for partners
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and procedures for handling confidential information
4. Appendix A - Permitted Purpose: Detailed description of the business purpose for which confidential information may be used
5. Appendix B - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Disclosing Party
Receiving Party
Representatives
Permitted Purpose
Affiliated Companies
Business Day
Confidentiality Period
Effective Date
Trade Secrets
Personal Data
Proprietary Information
Authorized Recipients
Security Measures
Intellectual Property Rights
Material Breach
Permitted Disclosures
Third Party
Working Hours
Notice
Jurisdiction
Force Majeure Event
Damages
Disclosure Restrictions
Data Protection
Permitted Use
Return of Information
Term and Termination
Breach and Remedies
Intellectual Property
Non-Solicitation
Security Measures
Governing Law
Dispute Resolution
Assignment
Severability
Entire Agreement
Force Majeure
Notices
Survival
Third Party Rights
Variation and Amendment
Technology
Retail
Professional Services
Manufacturing
E-commerce
Healthcare
Financial Services
Education
Food and Beverage
Real Estate
Creative Industries
Construction
Import/Export
Logistics
Consulting
Legal
Human Resources
Operations
Finance
Information Technology
Business Development
Sales
Procurement
Compliance
Research and Development
Executive Leadership
Administrative
Project Management
CEO
Business Owner
Managing Director
Operations Manager
Project Manager
HR Manager
Legal Counsel
Business Development Manager
Finance Manager
IT Manager
Procurement Officer
Sales Director
Contract Administrator
Compliance Officer
Department Head
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