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1. Parties: Identification of the disclosing party (company) and receiving party (contractor), including full legal names and addresses
2. Background: Context of the agreement, nature of the business relationship, and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and non-disclosure requirements
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to advisers or if required by law
7. Protection Measures: Specific security measures required to protect confidential information
8. Return or Destruction of Information: Requirements for handling confidential information upon termination or request
9. Duration and Survival: Term of the agreement and which obligations survive termination
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
11. Execution: Signature blocks and execution details
1. Intellectual Property Rights: Section clarifying ownership and handling of IP rights when confidential information includes IP - used when contractor may be exposed to patents, trademarks, or other IP
2. Data Protection Compliance: Specific provisions for GDPR compliance - required when confidential information includes personal data
3. Non-Competition: Restrictions on competitive activities - used when contractor might gain competitive advantage from confidential information
4. Non-Solicitation: Prevents contractor from soliciting employees or clients - used when contractor has access to sensitive relationship information
5. Injunctive Relief: Right to seek immediate court intervention - used in high-risk situations or when dealing with particularly valuable information
6. Insurance Requirements: Obligations to maintain specific insurance coverage - used when handling highly sensitive or valuable information
7. Audit Rights: Right to audit contractor's compliance - used for long-term or high-risk relationships
1. Schedule 1 - Description of Services: Detailed description of the contractor's services and context for access to confidential information
2. Schedule 2 - Specific Confidential Information: Detailed list or categories of confidential information covered
3. Schedule 3 - Authorized Representatives: Named individuals authorized to receive and handle confidential information
4. Schedule 4 - Security Protocols: Specific security measures and protocols required for handling confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template undertaking for contractor's employees or subcontractors who need access to confidential information
Authorized Representatives
Business Day
Business Purpose
Company Group
Confidential Information
Contractor
Data Protection Laws
Disclosing Party
Effective Date
GDPR
Intellectual Property Rights
Notice
Parties
Permitted Purpose
Permitted Recipients
Personal Data
Project
Receiving Party
Representatives
Services
Subsidiary
Term
Trade Secrets
Working Hours
Non-Disclosure
Data Protection
Intellectual Property
Trade Secrets
Return of Information
Security Measures
Permitted Disclosures
Term and Termination
Survival
Remedies
Indemnification
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
Notices
Amendments
Third Party Rights
Waiver
Counterparts
Technology
Financial Services
Healthcare
Professional Services
Manufacturing
Research & Development
Biotechnology
Construction
Media & Entertainment
Education
Retail
Telecommunications
Consulting
Energy
Pharmaceutical
Legal
Human Resources
Procurement
Information Technology
Research & Development
Finance
Operations
Compliance
Risk Management
Business Development
Information Security
Project Management
Facilities Management
Legal Counsel
HR Manager
Procurement Manager
Project Manager
Chief Technology Officer
Chief Information Officer
Chief Financial Officer
Operations Director
Compliance Officer
Risk Manager
Business Development Manager
Department Head
Research Director
IT Security Manager
Facilities Manager
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