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Non Disclosure Agreement For Subcontractor
"I need a Non Disclosure Agreement For Subcontractor to protect our software development company's proprietary code and client data when working with IT consultants in Kuala Lumpur, with particularly strong data security provisions and specific clauses about source code protection."
1. Parties: Identifies the main contracting party (Company) and the Subcontractor, including full legal names and registration details
2. Background: Explains the context of the relationship and purpose of the NDA
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Scope of Confidential Information: Details what constitutes confidential information under the agreement
5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed
7. Security Measures: Required measures for protecting confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon request or termination
9. Duration and Survival: Term of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies
11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes IP - used when technical or proprietary information is involved
2. Data Protection Compliance: Specific obligations regarding personal data under PDPA - required when confidential information includes personal data
3. Non-Competition: Restrictions on competitive activities - used when there's risk of competitive advantage through information access
4. Non-Solicitation: Prevents solicitation of employees or clients - useful for subcontractors with client contact
5. Audit Rights: Right to audit compliance with confidentiality obligations - important for highly sensitive information
6. Insurance Requirements: Obligations to maintain specific insurance coverage - relevant for high-risk projects
7. Digital Security Measures: Specific provisions for digital information protection - used when confidential information is primarily digital
1. Schedule 1 - Description of Services: Details the services being provided by the subcontractor that necessitate access to confidential information
2. Schedule 2 - Specific Confidential Information: Detailed list or categories of confidential information covered
3. Schedule 3 - Authorized Representatives: List of personnel authorized to access confidential information
4. Schedule 4 - Security Protocols: Detailed security measures and protocols to be followed
5. Schedule 5 - Form of Confidentiality Undertaking: Template undertaking for subcontractor's employees or representatives
Authors
Information Technology
Manufacturing
Professional Services
Construction
Healthcare
Financial Services
Telecommunications
Research and Development
Engineering
Energy
Education
Biotechnology
Defense
Automotive
Real Estate Development
Legal
Procurement
Operations
Human Resources
Information Technology
Research & Development
Finance
Compliance
Risk Management
Project Management
Supply Chain
Information Security
Business Development
Legal Counsel
Procurement Manager
Project Manager
Contract Administrator
Operations Director
Chief Technology Officer
Human Resources Manager
Business Development Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Technical Director
Supply Chain Manager
Information Security Officer
Research Director
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