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1. Parties: Identification and details of all parties entering into the agreement
2. Background: Context of the agreement, including the purpose of sharing confidential information and the relationship between the parties
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and other important concepts
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations including protection, non-disclosure, and security measures
6. Permitted Uses and Disclosures: Specific circumstances under which confidential information may be used or disclosed
7. Non-Use Obligations: Specific restrictions on the use of confidential information beyond the permitted purpose
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Term and Survival: Duration of the agreement and which obligations survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard contract clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Section clarifying ownership and IP rights - include when confidential information involves IP
2. Data Protection Compliance: Include when personal data is part of the confidential information
3. Security Measures: Detailed security requirements - include for highly sensitive information or regulated industries
4. Employee and Representative Obligations: Include when information will be shared with employees or representatives
5. Export Control Compliance: Include when information is subject to export control regulations
6. Competitive Restrictions: Include when there's a need to restrict competitive activities
7. Force Majeure: Include when there's a need to address unforeseen circumstances affecting confidentiality obligations
8. Insurance Requirements: Include when specific insurance coverage for data breaches is required
1. Schedule 1 - Detailed Description of Confidential Information: Comprehensive list and description of all confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information
4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted use of confidential information
5. Appendix A - Form of Acknowledgment: Template for acknowledgment by employees or representatives who will access the information
6. Appendix B - Data Destruction Certificate: Template for certifying destruction of confidential information
Disclosing Party
Receiving Party
Permitted Purpose
Authorized Representatives
Business Day
Effective Date
Confidentiality Period
Trade Secrets
Intellectual Property Rights
Proprietary Information
Security Measures
Affiliate
Representatives
Governing Law
Jurisdiction
Material
Notice
Personal Data
Related Corporation
Restricted Period
Security Breach
Third Party
Unauthorized Access
Confidentiality Obligations
Permitted Disclosures
Return Date
Survival Period
Non-Use
Security Measures
Return of Information
Permitted Disclosures
Term and Termination
Survival
Remedies
Indemnification
Governing Law
Jurisdiction
Entire Agreement
Severability
Assignment
Third Party Rights
Force Majeure
Notices
Amendments
Counterparts
Data Protection
Intellectual Property
Representatives Obligations
Breach Notification
Dispute Resolution
Waiver
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Research and Development
Biotechnology
Energy
Telecommunications
Education
Real Estate
Consumer Goods
Aerospace
Automotive
Entertainment and Media
Legal
Human Resources
Research & Development
Business Development
Information Technology
Operations
Finance
Procurement
Innovation
Compliance
Strategy
Corporate Development
Mergers & Acquisitions
Product Development
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Research Director
Project Manager
Human Resources Director
Chief Technology Officer
Innovation Manager
Investment Analyst
Procurement Manager
Operations Director
Strategic Partnership Manager
Intellectual Property Manager
Compliance Officer
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