Three Way NDA for the Netherlands

Three Way NDA Template for Netherlands

A comprehensive three-way non-disclosure agreement governed by Dutch law, designed to protect confidential information shared between three parties in a business relationship. This agreement establishes mutual obligations for maintaining confidentiality, defines the scope of protected information, and sets out clear procedures for handling sensitive data. Drafted in compliance with the Dutch Civil Code (Burgerlijk Wetboek) and the Dutch Trade Secrets Act (Wet bescherming bedrijfsgeheimen), it includes specific provisions for data protection under GDPR/AVG and addresses the complexities of multi-party information sharing in a business context.

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What is a Three Way NDA?

This Three Way NDA is essential for business situations where three distinct parties need to share confidential information in the Netherlands. It is particularly useful for joint ventures, collaborative projects, or complex business transactions where multiple parties need access to proprietary information. The document is drafted under Dutch law, specifically incorporating provisions from the Burgerlijk Wetboek (Dutch Civil Code) and Wet bescherming bedrijfsgeheimen (Trade Secrets Act). It includes comprehensive definitions of confidential information, clear obligations for each party, and specific provisions for data protection under GDPR/AVG. The agreement is designed to protect trade secrets, technical know-how, business strategies, and other sensitive information while facilitating necessary business collaboration between all three parties.

What sections should be included in a Three Way NDA?

1. Parties: Identification and details of all three parties to the agreement

2. Background: Context of the relationship between the three parties and purpose of the NDA

3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information for each party

5. Disclosure and Use of Confidential Information: Rules and procedures for sharing confidential information between the three parties

6. Protection of Confidential Information: Security measures and standards required for protecting shared information

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed to representatives or required by law

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

9. Duration of Obligations: Term of the agreement and survival of confidentiality obligations

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

What sections are optional to include in a Three Way NDA?

1. Specific Project Provisions: Used when the NDA relates to a specific project or transaction

2. Data Protection Compliance: Required when personal data will be shared between parties

3. Competitive Restrictions: Used when parties need to address non-competition or non-solicitation

4. Information Security Requirements: Required for agreements involving sensitive technical data or requiring specific security protocols

5. Export Control Compliance: Needed when shared information may be subject to export control regulations

6. Intellectual Property Rights: Used when confidential information includes IP rights or when derivative works might be created

7. Force Majeure: Optional clause for addressing circumstances preventing compliance with obligations

What schedules should be included in a Three Way NDA?

1. Schedule 1 - Authorized Representatives: List of individuals authorized to receive confidential information for each party

2. Schedule 2 - Information Categories: Detailed categorization of different types of confidential information to be shared

3. Schedule 3 - Security Protocols: Specific security measures and procedures for handling confidential information

4. Schedule 4 - Permitted Purpose Details: Detailed description of the specific purposes for which confidential information may be used

5. Schedule 5 - Information Handling Procedures: Specific procedures for marking, storing, and transmitting 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

Manufacturing

Healthcare

Financial Services

Professional Services

Research & Development

Real Estate

Energy

Telecommunications

Biotechnology

Automotive

Aerospace

Consumer Goods

Education

Relevant Teams

Legal

Business Development

Research and Development

Executive Leadership

Procurement

Operations

Finance

Information Technology

Innovation

Product Development

Strategic Partnerships

Intellectual Property

Compliance

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Project Manager

Research Director

Chief Technology Officer

Innovation Manager

Procurement Manager

Contract Manager

Chief Financial Officer

Operations Director

Intellectual Property Manager

Research Scientist

Product Development Manager

Strategic Partnership Director

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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