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1. Parties: Identifies and provides full legal details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship
3. Definitions: Defines key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms
4. Disclosure and Use of Confidential Information: Details the circumstances under which confidential information may be disclosed and used
5. Obligations of Confidentiality: Specifies the recipient's duties to protect confidential information and prevent unauthorized disclosure
6. Permitted Disclosures: Outlines circumstances where disclosure is allowed, including to employees, advisors, or as required by law
7. Security Measures: Specifies required security protocols for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Duration and Survival: Specifies the term of the agreement and which obligations survive termination
10. Breach and Remedies: Details the consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Whistleblower Protection Notice: Required for U.S. agreements to comply with the Defend Trade Secrets Act, but may be included as separate section or within permitted disclosures
2. Data Privacy Compliance: Required when confidential information includes personal data subject to privacy laws
3. Competitive Activities: Restrictions on competitive activities, when relevant to the business relationship
4. Non-Solicitation: Prohibitions on soliciting employees or customers, when relevant to the business relationship
5. Development Rights: Addresses ownership of any developments or improvements made using confidential information
6. Export Control: Required when confidential information may be subject to export control regulations
7. Reverse Engineering Prohibition: Specific prohibition on reverse engineering when relevant to technical information
8. Residual Knowledge: Addresses use of non-confidential residual knowledge retained in unaided memory
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and procedures for handling confidential information
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives or employees
5. Appendix B - Notice Requirements: Specific procedures and contact details for required notices under the agreement
Affiliates
Authorized Purpose
Authorized Representatives
Business Day
Confidentiality Undertaking
Data Protection Laws
Disclosing Party
Effective Date
Group
Intellectual Property Rights
Notice
Permitted Disclosees
Personal Data
Receiving Party
Representatives
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
Unauthorized Disclosure
Working Hours
Residual Information
Excluded Information
Related Persons
Proprietary Information
Technical Information
Business Information
Financial Information
Material Non-Public Information
Confidentiality Period
Derivative Materials
Disclosing Group
Receiving Group
Definitions
Duration
Use Restrictions
Security Measures
Information Return/Destruction
Permitted Disclosures
Exceptions
Breach and Remedies
Indemnification
Assignment
Notices
Governing Law
Jurisdiction
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Counterparts
Force Majeure
Whistleblower Protection
Survival
Data Protection
Non-Solicitation
Representatives' Obligations
Export Control
Intellectual Property
Warranties
Term and Termination
Technology
Healthcare
Financial Services
Manufacturing
Professional Services
Research & Development
Biotechnology
Energy
Telecommunications
Consumer Goods
Defense
Entertainment & Media
Real Estate
Education
Automotive
Legal
Executive Leadership
Business Development
Research & Development
Information Technology
Human Resources
Finance
Operations
Procurement
Corporate Development
Information Security
Compliance
Intellectual Property
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Business Development Manager
Chief Technology Officer
Research Director
Project Manager
Chief Financial Officer
Corporate Development Director
Intellectual Property Manager
Chief Information Security Officer
Compliance Officer
Human Resources Director
Procurement Manager
Strategic Partnerships Manager
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