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1. Parties: Identifies all parties to the agreement and their legal status
2. Background/Recitals: Explains the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement including Confidential Information, Personal Data, and Intellectual Property
4. Confidentiality Obligations: Core obligations regarding handling of confidential information, including use restrictions, security measures, and permitted disclosures
5. Intellectual Property Rights: Provisions regarding ownership, protection and licensing of IP, including pre-existing IP and newly created IP
6. Data Protection Compliance: Requirements for handling personal data and ensuring compliance with privacy laws and regulations
7. Term and Termination: Duration of agreement and termination provisions, including consequences of breach
8. Return/Destruction of Information: Obligations regarding the return or destruction of confidential information upon termination
9. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and amendments
1. Security Requirements: Specific technical and organizational measures required for data protection and information security
2. Cross-Border Data Transfers: Provisions governing the transfer of data across national borders, including compliance with international data protection laws
3. Audit Rights: Rights to audit compliance with agreement terms and data protection obligations
4. Insurance Requirements: Specific insurance coverage requirements for data breaches and intellectual property claims
1. Schedule of Confidential Information: Detailed list and categories of information deemed confidential under the agreement
2. Data Processing Schedule: Detailed terms for processing personal data, including purposes, categories of data, and processing activities
3. Security Requirements Schedule: Detailed technical and organizational security measures required for data protection
4. Authorized Personnel Schedule: List of personnel authorized to access confidential information and their security clearance levels
5. IP Rights Schedule: Detailed list of intellectual property covered by the agreement, including any licenses or restrictions
Personal Data
Intellectual Property Rights
Trade Secrets
Authorized Representatives
Data Controller
Data Processor
Processing
Permitted Purpose
Affiliate
Disclosing Party
Receiving Party
Proprietary Information
Data Protection Laws
Security Breach
Data Subject
Effective Date
Term
Representatives
Derivative Works
Confidential Materials
Technical Information
Business Information
Protected Data
Third Party
Work Product
Background IP
Foreground IP
Regulatory Authority
Compliance Framework
Data Protection
Intellectual Property Rights
Security Requirements
Term and Termination
Non-Disclosure
Data Processing
Return of Information
Use Restrictions
Breach Notification
Audit Rights
Third Party Disclosure
Indemnification
Warranties and Representations
Assignment
Force Majeure
Governing Law
Dispute Resolution
Liability Limitation
Survival
Data Transfer
Security Breach Procedures
Remedies
Notice Requirements
Compliance with Laws
Subcontracting
Insurance
Amendment
Severability
Entire Agreement
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