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Non Circumvention Non Disclosure & Working Agreement
"I need a Non Circumvention Non Disclosure & Working Agreement under Dutch law for my software development company to engage with a technology consultant who will have access to our proprietary AI algorithms and client database, with the agreement to start from January 15, 2025."
1. Parties: Identification and details of all contracting parties
2. Background: Context of the agreement and business relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Collaboration: Overview of the business relationship and intended collaboration
5. Confidentiality Obligations: Detailed provisions regarding the protection and handling of confidential information
6. Non-Circumvention Provisions: Terms preventing parties from bypassing each other in business dealings
7. Working Arrangement Terms: Specific terms governing the working relationship between parties
8. Duration and Termination: Term of the agreement and conditions for termination
9. Compensation and Payment Terms: Financial arrangements and payment conditions
10. Intellectual Property Rights: Protection and ownership of IP created during the collaboration
11. Data Protection and GDPR Compliance: Provisions ensuring compliance with Dutch and EU data protection laws
12. Representations and Warranties: Statements of fact and promises made by the parties
13. Liability and Indemnification: Allocation of risks and responsibilities between parties
14. Governing Law and Jurisdiction: Specification of Dutch law application and jurisdiction
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Non-Solicitation: Prevents parties from hiring each other's employees or contractors, include when parties have valuable human resources
2. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term collaborations
3. Insurance Requirements: Specific insurance obligations, include when work involves significant risks
4. Dispute Resolution: Alternative dispute resolution procedures, include when parties prefer mediation before litigation
5. Assignment and Subcontracting: Rights to transfer obligations or use subcontractors, include when relevant to business model
6. Compliance with Industry Standards: Specific industry requirements, include when operating in regulated sectors
7. Environmental and Social Responsibility: ESG commitments, include when relevant to company policies
8. Change Control Procedure: Process for making changes to work scope, include in complex working arrangements
1. Schedule 1 - Scope of Work: Detailed description of services or work to be performed
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Confidential Information: Specific list or categories of confidential information covered
4. Schedule 4 - Authorized Representatives: List of key contacts and authorized personnel from each party
5. Schedule 5 - Data Processing Agreement: Detailed GDPR-compliant data processing terms if applicable
6. Schedule 6 - Service Levels: Performance metrics and standards for the working arrangement
7. Appendix A - Security Protocols: Specific security measures for handling confidential information
8. Appendix B - Reporting Requirements: Templates and procedures for required reporting
Authors
Affiliate
Authorized Representative
Business Purpose
Confidential Information
Circumvention
Disclosing Party
Receiving Party
Effective Date
Force Majeure
Intellectual Property Rights
Personal Data
Project
Services
Trade Secrets
Working Hours
Work Product
Term
Territory
Third Party
Business Opportunity
Competition
Data Protection Laws
GDPR
Representatives
Subsidiary
Deliverables
Fees
Payment Terms
Permitted Purpose
Professional Standards
Related Party
Sensitive Information
Service Levels
Specification
Subcontractor
Target Companies
Working Day
Client
Consultant
Confidentiality
Non-Circumvention
Working Arrangements
Payment Terms
Intellectual Property
Data Protection
Non-Competition
Non-Solicitation
Term and Termination
Representations and Warranties
Liability and Indemnification
Force Majeure
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Costs
Counterparts
Compliance with Laws
Insurance
Record Keeping
Audit Rights
Security Requirements
Performance Standards
Service Levels
Reporting Requirements
Personnel
Subcontracting
Relationship of Parties
Technology
Professional Services
Manufacturing
Financial Services
Real Estate
Healthcare
Biotechnology
Consulting
Energy
Telecommunications
Media and Entertainment
Research and Development
International Trade
Software Development
Business Services
Legal
Business Development
Executive Leadership
Operations
Procurement
Commercial
Finance
Strategic Partnerships
Project Management
Risk Management
Compliance
Innovation
Research & Development
Investment
Corporate Development
Chief Executive Officer
Business Development Manager
Legal Counsel
Contract Manager
Chief Operating Officer
Project Manager
Consultant
Partnership Manager
Commercial Director
Chief Financial Officer
Business Owner
Procurement Manager
Strategic Alliance Manager
Operations Director
Head of Legal
Investment Manager
Managing Director
Chief Technology Officer
Innovation Manager
Relationship Manager
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