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1. Parties: Identifies the disclosing party (typically the company) and receiving party (the consultant), including full legal names and addresses
2. Background: Explains the context of the consulting relationship and why confidential information needs to be shared
3. Definitions: Defines key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core obligations regarding maintaining confidentiality, including specific duties and prohibited actions
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to authorized personnel or as required by law
7. Security Measures: Specific measures the consultant must take to protect confidential information
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and conditions for termination
10. Remedies: Legal remedies available in case of breach, including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Prevents consultant from soliciting company's employees or clients - include when consultant will have access to sensitive relationship information
2. Non-Competition: Restricts consultant from competing with the company - include when consultant will have access to highly sensitive competitive information
3. Intellectual Property Rights: Addresses ownership of any IP created during the consultancy - include when consultant may create or contribute to IP
4. Data Protection Compliance: Specific obligations regarding personal data handling - include when consultant will handle personal data
5. Audit Rights: Company's right to audit consultant's compliance - include for long-term or high-risk engagements
6. Insurance Requirements: Requires consultant to maintain specific insurance coverage - include for high-risk or regulated industry consultancy
7. Survival Clause: Specifies which provisions survive termination - include when long-term protection is crucial
1. Schedule A - Description of Services: Detailed description of consulting services to provide context for confidentiality obligations
2. Schedule B - Types of Confidential Information: Specific list of confidential information types covered by the agreement
3. Schedule C - Authorized Personnel: List of consultant's team members authorized to access confidential information
4. Schedule D - Security Protocols: Detailed security measures and protocols to be followed
5. Schedule E - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Trade Secrets
Consultant
Company
Authorized Personnel
Consulting Services
Disclosing Party
Receiving Party
Intellectual Property Rights
Proprietary Information
Representatives
Affiliate
Business Purpose
Confidentiality Obligation
Permitted Purpose
Security Protocols
Third Party
Unauthorized Disclosure
Work Product
Documentation
Effective Date
Confidentiality Period
Personal Data
Company Materials
Derivative Works
Residual Information
Technical Information
Business Information
Competing Business
Termination Date
Interpretation
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Information Security
Data Protection
Return of Information
Intellectual Property
Non-Competition
Non-Solicitation
Term and Termination
Survival
Remedies
Injunctive Relief
Indemnification
Notice
Assignment
Severability
Governing Law
Jurisdiction
Force Majeure
Entire Agreement
Amendment
Waiver
Counterparts
Costs
Third Party Rights
Representatives and Warranties
Compliance with Laws
Information Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Telecommunications
Pharmaceutical
Real Estate
Education
Energy
Retail
E-commerce
Media and Entertainment
Automotive
Construction
Research and Development
Business Process Outsourcing
Consulting Services
Legal
Human Resources
Procurement
Project Management Office
Information Technology
Finance
Operations
Business Development
Research and Development
Information Security
Compliance
Risk Management
Contract Administration
Chief Executive Officer
Human Resources Director
Legal Counsel
Procurement Manager
Project Manager
Department Head
Chief Technology Officer
Chief Financial Officer
Operations Manager
Business Development Manager
Contract Administrator
Hiring Manager
Resource Manager
Program Director
Chief Information Officer
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