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1. Parties: Identification of the disclosing and receiving parties, including full legal names, registered addresses, and company registration numbers
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Intellectual Property Rights', 'Trade Secrets', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information and IP covered by the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information
6. Permitted Use and Disclosure: Specified purposes for which confidential information may be used and circumstances under which disclosure is permitted
7. IP Rights and Ownership: Confirmation of IP ownership and that no rights or licenses are transferred unless explicitly stated
8. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon request or termination
9. Duration and Termination: Term of the agreement and survival of obligations post-termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Data Protection Compliance: Required when confidential information includes personal data, addressing GDPR compliance
2. Employee and Subcontractor Obligations: Needed when receiving party needs to share information with employees or subcontractors
3. Export Control: Required when confidential information is subject to export control regulations
4. Reverse Engineering Prohibition: Important when protecting technical information or trade secrets that could be reverse engineered
5. Non-Solicitation: Optional protection against hiring key personnel involved in confidential projects
6. Competitive Activity Restrictions: When specific competitive activities need to be restricted, subject to competition law compliance
7. Source Code Protection: Specific provisions for software-related IP and source code protection
8. Audit Rights: Optional right to audit compliance with confidentiality obligations
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information and IP covered
2. Schedule 2 - Authorized Representatives: List of authorized persons who may access confidential information
3. Schedule 3 - Security Measures: Specific security protocols and measures for protecting confidential information
4. Schedule 4 - Approved Subcontractors: If applicable, list of approved subcontractors who may access information
5. Appendix A - Information Handling Procedures: Detailed procedures for handling, storing, and transmitting confidential information
6. Appendix B - Form of Confidentiality Undertaking: Template for confidentiality undertakings by employees or subcontractors
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