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Information Technology Non Disclosure Agreement
"I need an Information Technology Non Disclosure Agreement for my Saudi-based software development company to protect our proprietary code and technical specifications when sharing them with a potential client in the banking sector, with specific provisions for source code protection and data security compliance."
1. Parties: Identification of the parties entering into the agreement, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, nature of the business relationship, and purpose of sharing confidential information
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Security Requirements'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including specific categories of technical, business, and proprietary information
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, and as required by law
7. Data Protection and Security: Specific measures required to protect electronic data and comply with Saudi cybersecurity regulations
8. Term and Survival: Duration of the agreement and which obligations survive termination
9. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
10. Breach and Remedies: Consequences of breach, including injunctive relief and compensation
11. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction of Saudi courts
12. General Provisions: Standard clauses including severability, amendments, and notices
1. Cross-Border Data Transfer: Required when confidential information may be transferred outside Saudi Arabia, addressing compliance with local data protection laws
2. Sharia Compliance Declaration: Explicit statement of Sharia compliance, recommended for agreements involving Islamic financial institutions or when required by parties
3. Independent Contractors: Clarification of relationship between parties when needed to prevent misunderstanding about partnership or agency
4. Language: Required when agreement is drafted in multiple languages, specifying which version prevails
5. Intellectual Property Rights: Additional provisions when confidential information includes IP rights or when IP might be created during the business relationship
6. Force Majeure: Optional clause addressing unforeseen circumstances that may affect compliance with the agreement
7. Insurance Requirements: Required when one party needs to maintain specific insurance coverage for data protection
8. Audit Rights: Optional provisions allowing audit of security measures and compliance with confidentiality obligations
1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information covered by the agreement
2. Schedule 2 - Security Requirements: Technical and organizational security measures required for protecting confidential information
3. Schedule 3 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
4. Schedule 4 - Data Processing Requirements: Specific requirements for processing electronic data in compliance with Saudi regulations
5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertaking to be signed by representatives and employees
6. Appendix B - Security Breach Notification Procedure: Procedures to be followed in case of actual or suspected security breaches
Authors
Disclosing Party
Receiving Party
Permitted Purpose
Authorized Representatives
Technical Information
Source Code
Intellectual Property Rights
Trade Secrets
Electronic Data
Security Requirements
Data Protection Laws
Cybersecurity Standards
System Documentation
Technical Specifications
Business Information
Client Data
Cloud Services
Security Breach
Digital Assets
Proprietary Information
Technical Knowledge
Derived Information
Compliance Requirements
Saudi Regulations
Confidentiality Period
Affiliated Companies
Representatives
Security Measures
Personal Data
Processing
Technical Infrastructure
Development Environment
Access Credentials
Permitted Disclosures
Third Party
Working Day
Effective Date
Term
Regulatory Authority
Confidentiality Obligations
Permitted Use
Information Security
Data Protection
Return of Information
Term and Termination
Breach and Remedies
Governing Law
Dispute Resolution
Electronic Data Handling
Cybersecurity Requirements
Cross-Border Data Transfer
Access Control
Non-Solicitation
Force Majeure
Assignment
Third Party Rights
Notices
Severability
Entire Agreement
Amendments
Counterparts
Regulatory Compliance
Sharia Compliance
Intellectual Property
Representation and Warranties
Indemnification
Survival
Jurisdiction
Information Technology
Financial Services
Healthcare
Telecommunications
E-commerce
Government & Public Sector
Education
Manufacturing
Energy
Defense & Security
Professional Services
Digital Media
Cloud Computing
Cybersecurity
Artificial Intelligence
Legal
Information Technology
Information Security
Procurement
Compliance
Risk Management
Data Protection
Software Development
Infrastructure
Cloud Operations
Business Development
Project Management
Technical Support
Systems Integration
Digital Transformation
Chief Technology Officer
IT Director
Chief Information Security Officer
Project Manager
Software Development Manager
System Administrator
Database Administrator
Network Engineer
Security Analyst
Cloud Solutions Architect
Business Development Manager
Legal Counsel
Procurement Manager
Technical Consultant
Solution Architect
IT Operations Manager
Data Protection Officer
Compliance Officer
Technical Account Manager
Digital Transformation Director
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