NDA Non Solicitation Template for Netherlands

This document is a combined Non-Disclosure and Non-Solicitation Agreement governed by Dutch law, designed to protect both confidential information and business relationships. It incorporates provisions compliant with Dutch civil law and trade secrets legislation, including the Dutch Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen) and relevant EU directives. The agreement establishes obligations regarding the confidentiality of sensitive information while also preventing the solicitation of employees, customers, or suppliers. It includes specific enforcement mechanisms and remedies available under Dutch law, making it particularly suitable for business relationships where both information protection and workforce stability are crucial.

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What is a NDA Non Solicitation?

This NDA Non Solicitation agreement is designed for use in business relationships under Dutch law where parties need to share confidential information while ensuring protection against the solicitation of employees, customers, or suppliers. It is particularly relevant for scenarios such as business negotiations, potential partnerships, or service arrangements where sensitive information needs to be disclosed and the risk of employee or client poaching exists. The document complies with Dutch legal requirements, including the Civil Code (Burgerlijk Wetboek) and Trade Secrets Protection Act, while incorporating specific provisions for both confidentiality and non-solicitation obligations. It includes detailed definitions of protected information and restricted activities, enforcement mechanisms, and appropriate remedies under Dutch law. This agreement is suitable for both domestic Dutch business relationships and international arrangements where Dutch law is chosen as the governing law.

What sections should be included in a NDA Non Solicitation?

1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration 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 'Restricted Persons'

4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information

5. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or suppliers of the other party

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to professional advisors and as required by law

7. Duration and Survival: Term of the agreement and provisions that survive termination

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Remedies: Available remedies in case of breach, including injunctive relief and damages

10. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

What sections are optional to include in a NDA Non Solicitation?

1. Data Protection: Specific provisions for handling personal data under GDPR, used when confidential information includes personal data

2. Intellectual Property: Provisions clarifying IP ownership and rights, used when confidential information includes IP-sensitive material

3. Non-Competition: Additional restrictions on competitive activities, used when broader protection beyond non-solicitation is required

4. Assignment and Succession: Provisions regarding transfer of rights and obligations, used for larger corporate entities or when transfers are anticipated

5. Publicity and Announcements: Restrictions on public statements about the relationship, used for high-profile or sensitive business relationships

6. Force Majeure: Provisions for unforeseen circumstances affecting compliance, used in longer-term or complex relationships

What schedules should be included in a NDA Non Solicitation?

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of information considered confidential

2. Schedule 2 - Restricted Persons/Entities: List of specific individuals or entities covered by non-solicitation provisions

3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

4. Appendix A - Security Protocols: Specific procedures for handling and protecting confidential information

5. Appendix B - Notice Requirements: Detailed procedures for providing notices under the agreement

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

Jurisdiction

Netherlands

Publisher

Genie AI

Cost

Free to use

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