The Software Non Disclosure Agreement is essential for protecting proprietary software information in commercial relationships within New Zealand's legal framework. This document is typically used when parties need to share sensitive software-related information such as source code, development methodologies, algorithms, or technical specifications during business negotiations, software development projects, or potential partnerships. It ensures compliance with New Zealand's Contract and Commercial Law Act 2017 and Privacy Act 2020, while providing specific provisions for software-related intellectual property protection. The agreement is particularly crucial in scenarios involving software development outsourcing, technology licensing discussions, or system integration projects where proprietary software information needs to be shared.
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1. Parties: Identification of the disclosing party and receiving party, including full legal names and registered addresses
2. Background: Context of the agreement, including the purpose of sharing confidential information and the nature of the software-related disclosure
3. Definitions: Key terms including 'Confidential Information', 'Software', 'Source Code', 'Documentation', 'Intellectual Property Rights', and 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, specifically addressing software components, source code, algorithms, and related documentation
5. Obligations of Confidentiality: Core confidentiality obligations, including storage, security measures, and prevention of unauthorized access
6. Permitted Use and Disclosure: Specified purposes for which the confidential information may be used and circumstances under which disclosure is permitted
7. Security Measures: Specific technical and organizational measures required to protect the software-related confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon termination or request
9. Duration and Termination: Term of the agreement and survival of obligations post-termination
10. General Provisions: Standard provisions including governing law, jurisdiction, entire agreement, and variation
1. Third Party Disclosure: Include when the receiving party may need to share information with specified third parties such as contractors or advisors
2. Source Code Protection: Additional provisions specifically for source code protection when source code access is part of the disclosure
3. Cloud Storage and Transfer: Include when confidential information will be stored or transferred using cloud services
4. International Transfer: Required when confidential information may be transferred outside New Zealand
5. Auditing Rights: Include when the disclosing party requires rights to audit the receiving party's compliance
6. Development Restrictions: Include when there's a need to prevent the receiving party from developing competing software
7. Data Privacy Compliance: Include when the confidential information includes personal data subject to the Privacy Act 2020
1. Schedule 1 - Description of Confidential Information: Detailed list of software components, documentation, and other materials covered by the NDA
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle the confidential information
3. Schedule 3 - Security Requirements: Technical specifications for security measures required for protecting the confidential information
4. Appendix A - Permitted Purpose: Detailed description of the specific purpose(s) for which the confidential information may be used
Relevant legal definitions
Confidential Information
Software
Source Code
Object Code
Documentation
Intellectual Property Rights
Permitted Purpose
Authorized Representatives
Disclosing Party
Receiving Party
Affiliate
Technical Specifications
Development Tools
APIs
Trade Secrets
Proprietary Information
Software Architecture
Algorithm
Database Schema
User Interface Design
Development Methodology
Testing Procedures
Security Protocols
Software Libraries
Derivative Works
Compiled Code
Technical Data
Configuration Information
Business Requirements
Software Components
Third Party Software
Licensed Materials
Confidential Materials
Software Products
Related Technology
Experimental Features
Beta Version
Release Version
Development Environment
Production Environment
Software Specifications
Software
Source Code
Object Code
Documentation
Intellectual Property Rights
Permitted Purpose
Authorized Representatives
Disclosing Party
Receiving Party
Affiliate
Technical Specifications
Development Tools
APIs
Trade Secrets
Proprietary Information
Software Architecture
Algorithm
Database Schema
User Interface Design
Development Methodology
Testing Procedures
Security Protocols
Software Libraries
Derivative Works
Compiled Code
Technical Data
Configuration Information
Business Requirements
Software Components
Third Party Software
Licensed Materials
Confidential Materials
Software Products
Related Technology
Experimental Features
Beta Version
Release Version
Development Environment
Production Environment
Software Specifications
Clauses
Confidentiality
Non-Disclosure
Intellectual Property
Data Protection
Security Measures
Access Rights
Return of Information
Destruction of Information
Term and Termination
Permitted Use
Restrictions
Third Party Disclosure
Assignment
Enforcement
Governing Law
Jurisdiction
Breach Remedies
Indemnification
Warranties
Force Majeure
Notice
Severability
Entire Agreement
Amendment
Survival
Dispute Resolution
Compliance with Laws
Audit Rights
Non-Disclosure
Intellectual Property
Data Protection
Security Measures
Access Rights
Return of Information
Destruction of Information
Term and Termination
Permitted Use
Restrictions
Third Party Disclosure
Assignment
Enforcement
Governing Law
Jurisdiction
Breach Remedies
Indemnification
Warranties
Force Majeure
Notice
Severability
Entire Agreement
Amendment
Survival
Dispute Resolution
Compliance with Laws
Audit Rights
Relevant Industries
Information Technology
Software Development
Financial Services
Healthcare Technology
E-commerce
Telecommunications
Manufacturing Technology
Educational Technology
Professional Services
Research and Development
Relevant Teams
Legal
Information Technology
Software Development
Research & Development
Project Management
Information Security
Product Development
Business Development
Solutions Architecture
Quality Assurance
Relevant Roles
Software Developer
IT Director
Chief Technology Officer
Legal Counsel
Project Manager
Systems Architect
Software Engineer
Business Development Manager
IT Consultant
Chief Information Officer
Intellectual Property Lawyer
Product Manager
Technical Lead
Development Manager
Solution Architect
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