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Non Disclosure Agreement For Subcontractor
"I need a Non-Disclosure Agreement For Subcontractor for my software development company in New Zealand, to be used with IT consultants who will have access to our proprietary code and client data during a major system upgrade project starting March 2025."
1. Parties: Identifies the disclosing party (typically the main contractor or company), the receiving party (the subcontractor), and any other relevant parties
2. Background: Explains the context of the agreement, including the subcontractor relationship and the need for confidentiality
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including non-use, non-disclosure, and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to authorized representatives and as required by law
7. Security Measures: Specific measures required to protect confidential information
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Breach and Remedies: Consequences of breach and available remedies
11. General Provisions: Standard contract clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions regarding IP ownership and rights, particularly relevant when subcontractor may create or modify IP
2. Non-Competition: Restrictions on competitive activities, used when subcontractor may have access to particularly sensitive commercial information
3. Non-Solicitation: Prevents solicitation of employees or clients, relevant when subcontractor has access to client or employee information
4. Data Protection Obligations: Specific obligations regarding personal data protection, required when confidential information includes personal data
5. Audit Rights: Rights to audit subcontractor's compliance, useful for highly sensitive information or regulated industries
6. Insurance Requirements: Specific insurance requirements for subcontractor, relevant for high-risk or regulated industries
7. Survivability: Specific provisions about which obligations survive termination, useful for complex arrangements
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Permitted Purpose: Detailed description of the permitted use of confidential information
3. Schedule 3 - Security Measures: Specific security protocols and requirements
4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives of the subcontractor who will have access to confidential information
Authors
Technology and Software Development
Construction and Engineering
Professional Services
Manufacturing
Healthcare
Financial Services
Telecommunications
Research and Development
Energy and Utilities
Media and Entertainment
Consulting Services
Defense and Security
Legal
Procurement
Information Technology
Human Resources
Operations
Risk and Compliance
Project Management Office
Research and Development
Information Security
Supply Chain
Project Manager
Procurement Manager
Legal Counsel
Contract Administrator
Chief Information Officer
Chief Technology Officer
Operations Manager
Human Resources Director
Risk Manager
Compliance Officer
Business Development Manager
Supply Chain Manager
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