Confidentiality And Proprietary Rights Agreement for New Zealand

Confidentiality And Proprietary Rights Agreement Template for New Zealand

This comprehensive legal document, governed by New Zealand law, establishes binding obligations regarding the protection of confidential information and intellectual property rights between parties. It incorporates key provisions aligned with New Zealand's Contract and Commercial Law Act 2017, Privacy Act 2020, and relevant intellectual property legislation. The agreement details obligations for maintaining confidentiality, ownership of intellectual property, security measures, and remedies for breach, while ensuring compliance with New Zealand's legal framework for business relationships and data protection.

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What is a Confidentiality And Proprietary Rights Agreement?

The Confidentiality and Proprietary Rights Agreement is essential for businesses and individuals operating under New Zealand law who need to protect sensitive information and intellectual property during business relationships. This document is particularly crucial when parties need to share trade secrets, technical information, business strategies, or other confidential material in the course of their business dealings. It establishes clear obligations regarding the use and protection of confidential information while also addressing the ownership and rights related to intellectual property. The agreement incorporates specific provisions required under New Zealand legislation, including considerations from the Contract and Commercial Law Act 2017, Privacy Act 2020, and various intellectual property statutes. It's commonly used in business negotiations, partnerships, employment relationships, and service arrangements where proprietary information needs protection.

What sections should be included in a Confidentiality And Proprietary Rights Agreement?

1. Parties: Identifies and provides full legal details of all parties to the agreement

2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship

3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information' and 'Intellectual Property Rights'

4. Confidentiality Obligations: Details the core obligations regarding the protection, use, and non-disclosure of confidential information

5. Intellectual Property Rights: Establishes ownership and rights regarding existing and new intellectual property

6. Security Measures: Specifies required security measures for protecting confidential information

7. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

8. Term and Termination: Duration of the agreement and circumstances for termination

9. Breach and Remedies: Consequences of breach and available remedies

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

What sections are optional to include in a Confidentiality And Proprietary Rights Agreement?

1. Employee and Contractor Obligations: Used when the receiving party needs to share information with employees or contractors, specifying their obligations

2. Non-Competition: Include when parties wish to restrict competitive activities during and after the agreement

3. Non-Solicitation: Added when parties want to prevent poaching of employees or customers

4. Data Protection: Include when confidential information includes personal data subject to privacy laws

5. Export Control: Required when information sharing may be subject to international trade restrictions

6. Publicity and Announcements: Include when parties need to control public statements about their relationship

7. Insurance Requirements: Added when specific insurance coverage is required for information protection

What schedules should be included in a Confidentiality And Proprietary Rights Agreement?

1. Schedule 1 - Specified Confidential Information: Detailed list of specific information deemed confidential

2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to access confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and procedures for protecting confidential information

4. Schedule 4 - Pre-existing Intellectual Property: Inventory of each party's relevant pre-existing IP

5. Appendix A - Confidentiality Acknowledgment Form: Template for authorized recipients to acknowledge confidentiality obligations

6. Appendix B - Information Return/Destruction Certificate: Template for certifying 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

New Zealand

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Professional Services

Research & Development

Education

Retail

Telecommunications

Media & Entertainment

Biotechnology

Energy

Construction

Software Development

Consulting

Relevant Teams

Legal

Human Resources

Executive Leadership

Research and Development

Information Technology

Business Development

Operations

Procurement

Risk and Compliance

Intellectual Property

Innovation

Corporate Affairs

Information Security

Relevant Roles

Chief Executive Officer

Legal Counsel

Chief Technology Officer

Human Resources Director

Business Development Manager

Research Director

Project Manager

Innovation Manager

Intellectual Property Manager

Chief Information Officer

Operations Manager

Procurement Manager

Contract Administrator

Risk Manager

Compliance 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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