This Non-Disclosure Contract is essential for businesses and individuals operating under New Zealand law who need to protect confidential information during commercial relationships, negotiations, or employment arrangements. The document is commonly used when parties need to share sensitive information such as trade secrets, business strategies, customer data, or intellectual property. It sets out clear obligations and responsibilities under New Zealand jurisdiction, ensuring compliance with key legislation including the Privacy Act 2020 and Contract and Commercial Law Act 2017. The agreement is particularly relevant in situations involving business negotiations, employment relationships, contractor engagements, or potential partnerships where confidential information needs to be shared while maintaining its protected status.
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1. Parties: Identification and details of all parties entering into the agreement
2. Background: Context of the relationship and purpose for sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors
6. Security Measures: Required procedures and safeguards for protecting confidential information
7. Term and Survival: Duration of the agreement and obligations that continue after termination
8. Return or Destruction of Information: Requirements for handling confidential information upon request or termination
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard contract clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes intellectual property
2. Non-Solicitation: Restrictions on soliciting employees or customers, used when parties have access to sensitive relationship information
3. Data Privacy Compliance: Specific obligations regarding personal data protection under the Privacy Act 2020, used when confidential information includes personal data
4. Competing Projects: Provisions allowing work on similar projects with other parties, used in competitive industries
5. Export Control: Compliance with export control laws, used when information may be subject to international transfer restrictions
6. Public Announcements: Rules regarding public statements about the relationship, used in high-profile or sensitive arrangements
7. Residual Knowledge: Provisions addressing use of non-confidential general knowledge gained, used in professional services contexts
1. Schedule 1: Description of Confidential Information: Detailed list or categories of information covered by the agreement
2. Schedule 2: Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3: Security Protocols: Specific security measures and procedures required for information protection
4. Appendix A: Acknowledgment Form: Form for representatives to acknowledge their confidentiality obligations
5. Appendix B: Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Relevant legal definitions
Confidential Information
Disclosing Party
Receiving Party
Permitted Purpose
Representatives
Affiliate
Agreement
Business Day
Commencement Date
Confidentiality Period
Disclosing Group
Effective Date
Personal Information
Proprietary Information
Trade Secrets
Intellectual Property Rights
Material Breach
Permitted Disclosees
Related Company
Security Standards
Termination Date
Unauthorized Disclosure
Working Hours
Excluded Information
Residual Information
Disclosing Party
Receiving Party
Permitted Purpose
Representatives
Affiliate
Agreement
Business Day
Commencement Date
Confidentiality Period
Disclosing Group
Effective Date
Personal Information
Proprietary Information
Trade Secrets
Intellectual Property Rights
Material Breach
Permitted Disclosees
Related Company
Security Standards
Termination Date
Unauthorized Disclosure
Working Hours
Excluded Information
Residual Information
Clauses
Confidentiality
Non-Disclosure
Use Restriction
Information Security
Return of Information
Permitted Disclosure
Duration
Survival
Breach
Remedies
Indemnification
Intellectual Property
Notice
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Amendment
Force Majeure
Counterparts
Third Party Rights
Waiver
Interpretation
Termination
Non-Disclosure
Use Restriction
Information Security
Return of Information
Permitted Disclosure
Duration
Survival
Breach
Remedies
Indemnification
Intellectual Property
Notice
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Amendment
Force Majeure
Counterparts
Third Party Rights
Waiver
Interpretation
Termination
Relevant Industries
Technology
Healthcare
Financial Services
Manufacturing
Professional Services
Research and Development
Biotechnology
Real Estate
Energy
Retail
Education
Media and Entertainment
Telecommunications
Construction
Mining and Resources
Relevant Teams
Legal
Human Resources
Executive Leadership
Research and Development
Information Technology
Finance
Business Development
Operations
Procurement
Strategy
Product Development
Investment
Mergers and Acquisitions
Corporate Communications
Information Security
Relevant Roles
Chief Executive Officer
Managing Director
Human Resources Manager
Legal Counsel
Business Development Manager
Project Manager
Research Scientist
IT Director
Financial Controller
Operations Manager
Product Manager
Investment Analyst
Chief Technology Officer
Procurement Manager
Strategy Consultant
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