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Basic Non Disclosure Agreement
"I need a Basic Non-Disclosure Agreement for my software development company to protect our proprietary code and technical specifications when sharing them with potential manufacturing partners in India, with the agreement to be effective from March 1, 2025."
1. Parties: Identification of the parties entering into the agreement, including full legal names, addresses, and company registration details if applicable
2. Background: Brief context of why the NDA is being entered into and the business relationship between the parties
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and other important terms used throughout the agreement
4. Scope of Confidentiality: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Receiving Party: Core confidentiality obligations, including protection, non-disclosure, and usage restrictions of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Term and Survival: Duration of the agreement and which obligations survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Remedies: Available remedies in case of breach, including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Mutual Obligations: Used when both parties will be sharing confidential information (converts one-way NDA to mutual NDA)
2. Security Measures: Specific security protocols required for handling sensitive information, particularly relevant for technical or digital information
3. Non-Solicitation: Restrictions on soliciting employees or customers, included when there's risk of talent or customer poaching
4. Non-Competition: Restrictions on competing activities, included when sharing highly sensitive business information
5. Intellectual Property Rights: Specific provisions regarding IP ownership and rights, needed when shared information includes IP
6. Data Privacy Compliance: Special provisions for handling personal data or compliance with specific data protection regulations
7. Representatives and Affiliates: Extended coverage to include related entities and authorized representatives, used in corporate group situations
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential under 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 protocols for handling confidential information, if required
Authors
Disclosing Party
Receiving Party
Affiliate
Agreement
Authorized Representative
Business Purpose
Effective Date
Party/Parties
Permitted Purpose
Representatives
Confidential Materials
Trade Secrets
Proprietary Information
Intellectual Property Rights
Term
Working Day
Disclosed Information
Group Company
Personal Data
Confidentiality Obligations
Permitted Use
Exceptions to Confidentiality
Term and Termination
Return of Confidential Information
Security Measures
No License Grant
Non-Circumvention
Remedies
Indemnification
Governing Law
Jurisdiction
Assignment
Severability
Notices
Entire Agreement
Amendment
Waiver
Counterparts
Force Majeure
Relationship of Parties
Survival
Information Technology
Healthcare
Manufacturing
Financial Services
Professional Services
Research & Development
Education
Retail
Telecommunications
Biotechnology
Real Estate
Entertainment
Energy
Construction
Pharmaceuticals
Legal
Human Resources
Business Development
Research & Development
Executive Leadership
Procurement
Information Technology
Operations
Finance
Corporate Strategy
Marketing
Product Development
Sales
Administrative
Compliance
Chief Executive Officer
Business Development Manager
Human Resources Director
Legal Counsel
Project Manager
Research Scientist
Product Manager
Procurement Officer
Investment Analyst
Technology Director
Operations Manager
Business Analyst
Consultant
Department Head
Contract Administrator
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