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1. Parties: Identification of all parties to the agreement with their full legal names, addresses, and company registration details
2. Background: Context of the agreement, including the purpose of information sharing and the nature of the proposed business relationship
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care
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 survival of obligations after termination
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Remedies: Available remedies in case of breach, including injunctive relief and damages
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and amendments
1. Non-Solicitation: Prevents parties from soliciting each other's employees or clients - included when parties are competitors or have valuable human resources
2. Data Protection Compliance: Specific provisions for handling personal data - included when confidential information includes personal data
3. Export Control: Provisions for compliance with export control laws - included when information may be subject to international transfer restrictions
4. Reverse Engineering Prohibition: Specific prohibition on reverse engineering - included when technical information or software is involved
5. Information Security Requirements: Specific technical and organizational security measures - included when dealing with highly sensitive or regulated information
6. Force Majeure: Provisions for unforeseen circumstances - included when long-term information sharing is contemplated
1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific business purpose for which confidential information may be used
2. Schedule 2 - Authorized Representatives: List of authorized representatives from each party who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Appendix A - Types of Confidential Information: Detailed categorization of different types of confidential information covered
5. Appendix B - Information Handling Procedures: Specific procedures for marking, storing, and transmitting confidential information
Disclosing Party
Receiving Party
Affiliates
Representatives
Permitted Purpose
Agreement
Business Day
Confidential Materials
Effective Date
Group
Intellectual Property Rights
Person
Trade Secrets
Proprietary Information
Security Requirements
Authorized Recipients
Confidentiality Period
Excluded Information
Required Disclosure
Related Party
Third Party
Personal Data
Technical Information
Business Information
Sensitive Information
Compliance Requirements
Information Security Incident
Controlled Access
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Information Protection
Return of Information
Term and Termination
Intellectual Property
Non-Competition
Non-Solicitation
Data Protection
Security Requirements
Breach Notification
Remedies
Indemnification
Force Majeure
Assignment
Severability
Waiver
Notices
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Amendment
Counterparts
Survival
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Research & Development
Education
Retail
Telecommunications
Pharmaceuticals
Software Development
Consulting
Energy
Real Estate
Media & Entertainment
Legal
Compliance
Executive Leadership
Business Development
Research and Development
Human Resources
Information Technology
Finance
Operations
Procurement
Corporate Strategy
Information Security
Risk Management
Corporate Affairs
Project Management
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Chief Technology Officer
Project Manager
Human Resources Director
Chief Financial Officer
Research Director
Procurement Manager
Operations Manager
Investment Manager
Partnership Manager
Compliance Officer
Contract Manager
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