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1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details for companies
2. Background: Context of the agreement, including the purpose of sharing confidential information and the relationship between the parties
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and other agreement-specific terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and permitted uses of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, and as required by law
7. Security Measures: Required security measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Duration and Survival: Term of the agreement and which obligations survive termination
10. Breach and Remedies: Consequences of breach and available remedies, including injunctive relief
11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
12. General Provisions: Standard clauses including severability, amendments, and entire agreement
1. Data Protection Compliance: Required when confidential information includes personal data subject to GDPR/Dutch privacy laws
2. Non-Solicitation: Optional restrictions on soliciting employees or customers, when relevant to business relationship
3. Intellectual Property Rights: When confidential information includes IP or when IP might be created during the permitted use
4. Export Control: When confidential information is subject to export control regulations
5. Competing Activities: Restrictions on competing activities, if relevant to the business relationship
6. Assignment and Subcontracting: When parties need flexibility to assign rights or involve subcontractors
7. Insurance Requirements: When specific insurance coverage is required for handling confidential information
8. Audit Rights: When one party requires rights to audit the other's compliance with confidentiality obligations
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Approved Subcontractors: If relevant, list of approved subcontractors who may access confidential information
5. Appendix A - Information Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
Trade Secrets
Disclosing Party
Receiving Party
Permitted Purpose
Authorized Representatives
Affiliate
Agreement
Business Day
Confidentiality Obligations
Disclosures Required by Law
Effective Date
Personal Data
Processing
Representatives
Security Requirements
Term
Third Party
Unauthorized Disclosure
Working Hours
Proprietary Information
Technical Information
Business Information
Intellectual Property Rights
Derived Information
Permitted Disclosees
Related Persons
Residual Information
Control
Group Company
Non-Disclosure
Definitions
Permitted Use
Data Protection
Security Measures
Return of Information
Term and Termination
Remedies
Governing Law
Jurisdiction
Entire Agreement
Severability
Assignment
Force Majeure
Indemnification
Notices
Amendments
Third Party Rights
Representation and Warranties
Breach Notification
Information Handling
Survival
Non-Solicitation
Intellectual Property
Dispute Resolution
Costs
Waiver
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Research & Development
Biotechnology
Real Estate
Energy
Telecommunications
E-commerce
Software Development
Pharmaceuticals
Consumer Goods
Education
Media & Entertainment
Legal
Human Resources
Executive Leadership
Business Development
Research and Development
Information Technology
Finance
Operations
Procurement
Compliance
Information Security
Corporate Development
Innovation
Strategy
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Human Resources Director
Research Director
Project Manager
Investment Manager
Technology Officer
Operations Manager
Procurement Manager
Finance Director
Innovation Manager
Partnership Manager
Compliance Officer
Information Security Officer
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