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Non Disclosure Agreement For Clients
"I need a Non-Disclosure Agreement for Clients to protect sensitive software development information and client data, as we're launching a new IT consulting service in Manila by March 2025; must include strong data privacy provisions and specific clauses about source code protection."
1. Parties: Identification of the disclosing party and receiving party with complete legal names and addresses
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Clear definitions of 'Confidential Information', 'Authorized Personnel', 'Permitted Purpose' and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information
6. Permitted Uses and Disclosures: Specific circumstances under which confidential information may be used or disclosed
7. Term and Survival: Duration of the agreement and surviving obligations after termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Breach and Remedies: Consequences of breach and available legal remedies including injunctive relief
10. General Provisions: Standard provisions including governing law, jurisdiction, amendments, and notices
1. Data Privacy Compliance: Additional provisions specifically addressing compliance with the Data Privacy Act of 2012 - include when personal data is involved
2. Electronic Information Security: Specific provisions for protecting electronic data and information systems - include for digital assets
3. Third Party Disclosure: Provisions governing disclosure to third party contractors or advisors - include when third party access may be needed
4. Intellectual Property Rights: Specific provisions protecting IP rights - include when confidential information includes IP
5. Non-Solicitation: Restrictions on soliciting employees or customers - include when business relationship involves access to personnel or customer information
6. Export Control: Provisions regarding international transfer of information - include for cross-border relationships
7. Competing Activities: Restrictions on competing activities - include when sharing business-sensitive information
1. Schedule 1 - Authorized Personnel: List of personnel authorized to access confidential information
2. Schedule 2 - Security Protocols: Detailed security measures and protocols for handling confidential information
3. Schedule 3 - Forms: Standard forms including confidentiality acknowledgments for authorized personnel
4. Appendix A - Categories of Confidential Information: Detailed categorization of types of confidential information covered
5. Appendix B - Notification Requirements: Specific procedures for mandatory notifications including security breaches
Authors
Personal Data
Disclosing Party
Receiving Party
Authorized Representatives
Permitted Purpose
Affiliate
Agreement
Business Day
Confidentiality Period
Disclosing Group
Effective Date
Group
Information Security Incident
Intellectual Property Rights
Material
Notice
Personnel
Professional Advisers
Project
Representatives
Security Requirements
Services
Subsidiary
Term
Trade Secrets
Unauthorized Access
Data Subject
Processing
Data Controller
Data Processor
Sensitive Personal Information
Breach of Security
Proprietary Information
Confidentiality Obligations
Confidentiality Obligations
Permitted Disclosures
Data Protection
Information Security
Return or Destruction of Information
Term and Termination
Breach Notification
Remedies
Indemnification
Assignment
Third Party Rights
Force Majeure
Severability
Entire Agreement
Variation
Notices
Governing Law
Dispute Resolution
Waiver
Counterparts
Survival
Professional Services
Information Technology
Financial Services
Healthcare
Manufacturing
Consulting
Legal Services
Real Estate
Engineering
Construction
Education
Telecommunications
Research and Development
Biotechnology
Marketing and Advertising
Legal
Compliance
Business Development
Client Services
Sales
Operations
Information Security
Data Protection
Executive Leadership
Contract Administration
Account Management
Project Management
Chief Executive Officer
Managing Director
Business Development Manager
Client Services Manager
Legal Counsel
Compliance Officer
Project Manager
Account Executive
Sales Director
Operations Manager
Information Security Officer
Data Protection Officer
Contract Manager
Partnership Manager
Chief Operating Officer
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