NDA And Confidentiality Agreement for the Netherlands

NDA And Confidentiality Agreement Template for Netherlands

A comprehensive confidentiality agreement governed by Dutch law, designed to protect confidential information exchanged between parties in business relationships, partnerships, or employment contexts. This document incorporates requirements from Dutch civil law, the Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen), and relevant EU regulations including GDPR. It provides robust protection for trade secrets, proprietary information, and other confidential matters while ensuring enforceability under Dutch jurisdiction. The agreement includes specific provisions for data protection, information handling, and remedies under Dutch legal framework.

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What is a NDA And Confidentiality Agreement?

This NDA and Confidentiality Agreement is essential for businesses and individuals operating under Dutch law who need to protect sensitive information during business discussions, partnerships, or employment relationships. The document is specifically designed to comply with Dutch legal requirements, including the Civil Code (Burgerlijk Wetboek) and the Trade Secrets Protection Act. It should be used whenever parties need to exchange confidential information in contexts such as business negotiations, due diligence processes, employment relationships, or collaborative projects. The agreement covers various types of confidential information including trade secrets, technical data, business strategies, and personal data (with GDPR compliance considerations). Its provisions are structured to ensure enforceability in Dutch courts while providing comprehensive protection for the disclosing party and clear obligations for the receiving party.

What sections should be included in a NDA And Confidentiality Agreement?

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

What sections are optional to include in a NDA And Confidentiality 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

What schedules should be included in a NDA And Confidentiality Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Research & Development

Biotechnology

Real Estate

Energy

Telecommunications

E-commerce

Software Development

Pharmaceuticals

Consumer Goods

Education

Media & Entertainment

Relevant Teams

Legal

Human Resources

Executive Leadership

Business Development

Research and Development

Information Technology

Finance

Operations

Procurement

Compliance

Information Security

Corporate Development

Innovation

Strategy

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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