The Indemnification In Non Disclosure Agreement is essential when parties need to share sensitive information while establishing clear liability frameworks. This U.S.-governed document is particularly valuable for high-stakes business relationships where standard NDAs may not provide sufficient protection. It combines confidentiality obligations with specific indemnification provisions, making it suitable for situations involving valuable trade secrets, proprietary technology, or sensitive business information where parties need additional security beyond basic confidentiality commitments.
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1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including confidential information, trade secrets, and indemnification terms
4. Scope of Confidentiality: Definition of confidential information, permitted uses, and protection requirements
5. Indemnification Obligations: Specific indemnification terms, triggers, scope, and limitations
6. Term and Termination: Duration of the agreement and termination conditions
7. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for dispute resolution
1. Industry-Specific Compliance: Additional provisions for regulated industries such as healthcare (HIPAA) or financial services
2. International Considerations: Cross-border data transfer and jurisdictional provisions for international parties
3. Insurance Requirements: Specific insurance coverage requirements for high-risk indemnification scenarios
1. Schedule A - Confidential Information: Detailed list of specific confidential information covered by the agreement
2. Schedule B - Excluded Information: Information explicitly excluded from confidentiality obligations
3. Schedule C - Indemnification Procedures: Detailed procedures for making and handling indemnification claims
4. Schedule D - Insurance Requirements: Specific insurance coverage requirements and minimum limits if applicable
Relevant legal definitions
Agreement
Affiliate
Confidential Information
Disclosing Party
Receiving Party
Indemnified Parties
Indemnifying Party
Losses
Claims
Trade Secrets
Proprietary Information
Permitted Purpose
Representatives
Term
Effective Date
Breach
Unauthorized Disclosure
Business Day
Intellectual Property Rights
Derivative Materials
Excluded Information
Force Majeure Event
Governing Law
Jurisdiction
Material Breach
Reasonable Security Measures
Third Party
Indemnification Event
Indemnification Procedures
Confidentiality Period
Affiliate
Confidential Information
Disclosing Party
Receiving Party
Indemnified Parties
Indemnifying Party
Losses
Claims
Trade Secrets
Proprietary Information
Permitted Purpose
Representatives
Term
Effective Date
Breach
Unauthorized Disclosure
Business Day
Intellectual Property Rights
Derivative Materials
Excluded Information
Force Majeure Event
Governing Law
Jurisdiction
Material Breach
Reasonable Security Measures
Third Party
Indemnification Event
Indemnification Procedures
Confidentiality Period
Clauses
Parties and Recitals
Definitions
Confidentiality Obligations
Permitted Use
Indemnification
Scope of Indemnification
Indemnification Procedures
Exclusions from Indemnification
Return of Confidential Information
Term and Termination
Survival
Security Measures
Notice Requirements
Breach Notification
Remedies
Injunctive Relief
Non-Disclosure
Data Protection
Intellectual Property Rights
Third Party Disclosure
Force Majeure
Assignment
Severability
Waiver
Amendment
Entire Agreement
Counterparts
Governing Law
Dispute Resolution
Insurance Requirements
Definitions
Confidentiality Obligations
Permitted Use
Indemnification
Scope of Indemnification
Indemnification Procedures
Exclusions from Indemnification
Return of Confidential Information
Term and Termination
Survival
Security Measures
Notice Requirements
Breach Notification
Remedies
Injunctive Relief
Non-Disclosure
Data Protection
Intellectual Property Rights
Third Party Disclosure
Force Majeure
Assignment
Severability
Waiver
Amendment
Entire Agreement
Counterparts
Governing Law
Dispute Resolution
Insurance Requirements
Relevant Industries
Relevant Teams
Relevant Roles
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