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Subcontractor Confidentiality Agreement Template for Australia

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Key Requirements PROMPT example:

Subcontractor Confidentiality Agreement

"I need a Subcontractor Confidentiality Agreement for my IT consulting firm that will be sharing sensitive client data and proprietary software code with offshore development subcontractors, with special emphasis on data security measures and cross-border data transfer restrictions."

Document background
The Subcontractor Confidentiality Agreement is essential when engaging subcontractors who will have access to sensitive or proprietary information during their work. This document is particularly relevant in the Australian business environment where complex project structures often require the involvement of specialized subcontractors. The agreement ensures compliance with Australian privacy laws, including the Privacy Act 1988 (Cth), while protecting trade secrets and commercial interests. It should be used before sharing any confidential information with subcontractors and typically includes detailed provisions for information handling, security measures, and breach consequences. The document is crucial for maintaining confidentiality in project chains and protecting intellectual property rights across various industries.
Suggested Sections

1. Parties: Identification of the main contractor and subcontractor, including ABN/ACN and registered addresses

2. Background: Context of the relationship, reference to main contract, and purpose of the confidentiality agreement

3. Definitions: Define key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Term', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and permitted uses of confidential information

6. Security Measures: Specific requirements for protecting and securing confidential information

7. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

8. Term and Survival: Duration of the agreement and which obligations survive termination

9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

10. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Intellectual Property Rights: Include when confidential information may involve IP rights or when IP might be created during the engagement

2. Privacy Obligations: Include when personal information may be involved, ensuring compliance with Privacy Act 1988

3. Permitted Disclosures: Include when specific exceptions to confidentiality obligations need to be detailed

4. Non-Competition: Include when restricting subcontractor's ability to work with competitors is necessary

5. Non-Solicitation: Include when protecting against poaching of employees or clients is relevant

6. Insurance Requirements: Include when specific insurance coverage for data protection is required

7. Data Protection and Cyber Security: Include when digital information and cyber security measures need specific attention

8. Third Party Disclosure: Include when sharing with third parties might be necessary for the project

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information deemed confidential

2. Schedule 2 - Approved Security Measures: Specific security protocols and measures required for protecting confidential information

3. Schedule 3 - Permitted Recipients: List of authorized individuals or roles who may access the confidential information

4. Appendix A - Confidentiality Acknowledgment Form: Form for subcontractor's employees or representatives to sign acknowledging confidentiality obligations

5. Appendix B - Data Breach Response Plan: Procedures to follow in case of unauthorized disclosure or data breach

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


























Clauses




























Relevant Industries

Information Technology

Construction

Professional Services

Healthcare

Financial Services

Mining and Resources

Manufacturing

Research and Development

Defense

Telecommunications

Consulting

Engineering

Biotechnology

Education and Training

Relevant Teams

Legal

Procurement

Operations

Human Resources

Information Technology

Risk and Compliance

Project Management Office

Commercial

Supply Chain

Information Security

Research and Development

Business Development

Contracts Administration

Relevant Roles

Project Manager

Procurement Manager

Legal Counsel

Contract Administrator

Operations Manager

Human Resources Manager

IT Security Manager

Risk Manager

Compliance Officer

Business Development Manager

Chief Information Officer

Chief Technology Officer

Program Director

Commercial Manager

Supply Chain Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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