This Indemnity NDA is designed for situations where parties need to share sensitive business information while ensuring robust protection through both confidentiality obligations and specific indemnification provisions. The document is particularly suitable for high-value transactions, strategic partnerships, or situations involving critical intellectual property or trade secrets under Dutch law. The agreement combines standard NDA provisions with carefully crafted indemnification clauses that protect the disclosing party against losses arising from breaches. It is structured to comply with Dutch civil law requirements and incorporates relevant EU regulations, making it particularly suitable for cross-border transactions involving Dutch entities. The Indemnity NDA includes comprehensive definitions of confidential information, detailed security requirements, and specific procedures for claiming indemnification, providing a higher level of protection than standard confidentiality agreements.
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1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Losses'
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
6. Security Measures: Specific measures required to protect confidential information
7. Indemnification: Specific indemnification obligations, including scope of covered losses and process for claiming
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Survival: Duration of the agreement and which provisions survive termination
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions clarifying ownership and rights in confidential information, particularly relevant when IP-sensitive information is involved
2. Data Protection: Specific provisions regarding personal data protection, required when confidential information includes personal data
3. Non-Solicitation: Restrictions on soliciting employees or customers, relevant when parties have access to sensitive relationship information
4. Insurance: Requirements for insurance coverage related to indemnification obligations, relevant for high-value or high-risk information sharing
5. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, relevant when parties are competitors
6. Force Majeure: Provisions addressing circumstances beyond parties' control, particularly relevant for long-term NDAs
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols required for protecting confidential information
4. Schedule 4 - Indemnification Procedures: Detailed procedures for making and handling indemnification claims
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives or third parties who need access to confidential information
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