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Subcontractor NDA
"I need a Subcontractor NDA for my IT consulting company based in Manila, protecting our proprietary software development methodologies and client data when working with offshore development teams, with extra provisions for data privacy compliance and cloud security protocols."
1. Parties: Identification of the primary contractor and subcontractor, including complete legal names and addresses
2. Background: Context of the relationship, reference to the main contract, and purpose of the NDA
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Primary Contract', and 'Subcontracted Services'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors
7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
8. Term and Survival: Duration of the agreement and survival of obligations post-termination
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Privacy Compliance: Additional provisions specifically addressing compliance with the Data Privacy Act of 2012, required if personal data is involved
2. Intellectual Property Rights: Specific provisions regarding IP ownership and licenses, needed if IP creation is part of the subcontracted work
3. Flow-down Obligations: Provisions ensuring subcontractor compliance with confidentiality obligations in the primary contract, needed if required by the main contract
4. Information Security Requirements: Specific technical and organizational measures for protecting confidential information, needed for sensitive data or regulated industries
5. Audit Rights: Rights to audit subcontractor's compliance with confidentiality obligations, recommended for high-risk relationships
6. Insurance Requirements: Obligations to maintain specific insurance coverage, recommended for high-value contracts
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information deemed confidential
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Schedule 4 - Form of Acknowledgment: Template for acknowledgment to be signed by representatives who will have access to confidential information
Authors
Information Technology
Business Process Outsourcing
Construction
Manufacturing
Professional Services
Healthcare
Financial Services
Telecommunications
Research and Development
Engineering
Software Development
Real Estate Development
Consulting Services
Legal
Procurement
Operations
Compliance
Risk Management
Vendor Management
Human Resources
Project Management Office
Information Technology
Finance
Business Development
Project Manager
Procurement Manager
Legal Counsel
Contract Administrator
Business Development Manager
Operations Director
Chief Technology Officer
Vendor Relations Manager
Compliance Officer
Risk Manager
Supply Chain Manager
Human Resources Director
Chief Financial Officer
Program Director
General Counsel
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