Non Circumvention Non Disclosure & Working Agreement Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The Non Circumvention Non Disclosure & Working Agreement is essential for businesses operating under Dutch jurisdiction who need to protect their interests while establishing formal working relationships. This document is particularly valuable when parties are engaging in sensitive business discussions, sharing confidential information, or establishing collaborative working arrangements. It combines the protective elements of non-circumvention and non-disclosure provisions with practical working terms, making it suitable for various business relationships from consultancy to strategic partnerships. The agreement ensures compliance with Dutch legal requirements, including the Dutch Civil Code and relevant EU regulations such as GDPR, while providing flexibility to accommodate specific business needs. It's commonly used in situations where parties need to explore business opportunities while maintaining confidentiality and establishing clear operational parameters.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Clauses
Relevant Industries

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

Relevant Teams

Legal

Business Development

Executive Leadership

Operations

Procurement

Commercial

Finance

Strategic Partnerships

Project Management

Risk Management

Compliance

Innovation

Research & Development

Investment

Corporate Development

Relevant Roles

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

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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