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1. Parties: Identification of the disclosing party and receiving party, including their legal names, addresses, and company registration details
2. Background: Context of the agreement, including the purpose for sharing confidential information and the nature of the business relationship
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Proprietary Information', 'Authorized Personnel', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Receiving Party: Core confidentiality obligations, including protection measures, non-disclosure commitments, and permitted uses
6. Standard of Care: Required level of care in protecting confidential information and specific security measures to be implemented
7. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Term and Survival: Duration of the agreement and which obligations survive termination
10. Remedies: Available remedies in case of breach, including injunctive relief and damages
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for dispute resolution
1. Non-Solicitation: Prohibits soliciting employees or customers, used when parties are competitors or there's risk of talent poaching
2. Non-Competition: Restricts competitive activities, included when sharing highly sensitive business information
3. Data Protection Compliance: Specific provisions for handling personal data, required when confidential information includes personal data
4. Export Control: Provisions for compliance with export control laws, needed when information may be subject to international transfer restrictions
5. Reverse Engineering Prohibition: Explicitly prohibits reverse engineering of any proprietary information or products, important for technical information
6. Force Majeure: Addresses obligations during extraordinary events, relevant in long-term agreements
7. Insurance Requirements: Specifies required insurance coverage, important for high-value or high-risk information
8. Audit Rights: Allows auditing of compliance with security measures, useful for highly sensitive information
1. Schedule A - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule B - Authorized Personnel: List of individuals or roles authorized to access the confidential information
3. Schedule C - Security Measures: Specific security protocols and measures to be implemented
4. Schedule D - Approved Subcontractors: List of approved third parties who may access confidential information
5. Appendix 1 - Data Processing Requirements: Specific requirements for handling personal data if applicable
6. Appendix 2 - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
Proprietary Information
Trade Secrets
Disclosing Party
Receiving Party
Authorized Personnel
Authorized Purpose
Affiliate
Agreement
Business Day
Confidential Materials
Derived Information
Effective Date
Intellectual Property Rights
Representatives
Security Measures
Term
Third Party
Personal Data
Technical Information
Business Information
Permitted Recipients
Residual Information
Excluded Information
Related Entity
Subsidiary
Compliance Requirements
Data Protection Laws
Proprietary Rights
Confidentiality Period
Scope of Information
Information Protection
Permitted Use
Information Return or Destruction
Term and Termination
Intellectual Property Rights
Data Protection
Security Measures
Permitted Disclosure
Non-Disclosure
Breach and Remedies
Indemnification
Dispute Resolution
Governing Law
Severability
Assignment
Survival
Entire Agreement
Amendment
Notice
Force Majeure
Third Party Rights
Representation and Warranties
Non-Solicitation
Non-Competition
Injunctive Relief
Compliance with Laws
Information Technology
Manufacturing
Pharmaceutical
Healthcare
Financial Services
Professional Services
Research & Development
Biotechnology
Telecommunications
Energy
Aerospace & Defense
Automotive
Consumer Goods
Media & Entertainment
Education
Legal
Human Resources
Research and Development
Information Technology
Business Development
Procurement
Executive Leadership
Operations
Information Security
Compliance
Intellectual Property
Engineering
Product Development
Corporate Strategy
Finance
Chief Executive Officer
Chief Technology Officer
Legal Counsel
Human Resources Manager
Business Development Manager
Project Manager
Research Director
Product Manager
Procurement Manager
Innovation Director
Chief Information Security Officer
Compliance Officer
Intellectual Property Manager
Operations Manager
Contract Manager
Technical Lead
Senior Engineer
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