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Confidentiality Agreement
"I need a Confidentiality Agreement to protect proprietary software technology being shared with a potential investor during due diligence, with special provisions for source code protection and a two-year confidentiality period starting March 2025."
1. Parties: Identification of the disclosing and receiving parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose'
4. Confidentiality Obligations: Core obligations regarding use and protection of confidential information
5. Term and Termination: Duration of agreement and termination provisions
6. Return of Information: Requirements for returning or destroying confidential information
7. Governing Law: Applicable jurisdiction and law
1. Non-Solicitation: Provisions preventing solicitation of employees/customers - used in business-to-business relationships or employment contexts
2. Non-Competition: Restrictions on competitive activities - used in business transactions or employment relationships
3. Data Protection: Specific provisions for handling personal data - required when personal data is involved
4. Specific Industry Requirements: Industry-specific confidentiality requirements for regulated industries like healthcare or financial services
1. Description of Confidential Information: Detailed list or categories of confidential information covered
2. Authorized Representatives: List of individuals authorized to receive confidential information
3. Security Protocols: Specific security measures required for protecting information
Authors
Disclosing Party
Receiving Party
Permitted Purpose
Authorized Representatives
Trade Secrets
Affiliate
Agreement
Business Day
Confidentiality Period
Disclosures
Effective Date
Group
Party/Parties
Representatives
Term
Third Party
Proprietary Information
Intellectual Property Rights
Excluded Information
Use Restrictions
Permitted Disclosures
Information Protection
Return or Destruction of Information
Term and Termination
Survival
Non-Disclosure
Exceptions to Confidentiality
Remedies
Intellectual Property Rights
Notice Requirements
Assignment
Severability
Entire Agreement
Governing Law
Jurisdiction
Amendments
Waiver
Force Majeure
Third Party Rights
Counterparts
Warranties and Representations
Indemnification
Whistleblower Protection
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Organizational security
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Innovation in privacy:
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Together, we ran a £1 million research project on privacy and anonymity in legal contracts
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