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Indemnity NDA
"I need an Indemnity NDA under Dutch law for a pharmaceutical research collaboration starting March 2025, with strong protections for research data and specific indemnification provisions for unauthorized disclosure of clinical trial information."
1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details
2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information
3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Losses'
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
6. Security Measures: Specific measures required to protect confidential information
7. Indemnification: Specific indemnification obligations, including scope of covered losses and process for claiming
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Survival: Duration of the agreement and which provisions survive termination
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions clarifying ownership and rights in confidential information, particularly relevant when IP-sensitive information is involved
2. Data Protection: Specific provisions regarding personal data protection, required when confidential information includes personal data
3. Non-Solicitation: Restrictions on soliciting employees or customers, relevant when parties have access to sensitive relationship information
4. Insurance: Requirements for insurance coverage related to indemnification obligations, relevant for high-value or high-risk information sharing
5. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, relevant when parties are competitors
6. Force Majeure: Provisions addressing circumstances beyond parties' control, particularly relevant for long-term NDAs
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols required for protecting confidential information
4. Schedule 4 - Indemnification Procedures: Detailed procedures for making and handling indemnification claims
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives or third parties who need access to confidential information
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Technology & Software
Financial Services
Healthcare & Pharmaceuticals
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Professional Services
Research & Development
Energy & Utilities
Telecommunications
Biotechnology
Defense & Aerospace
Legal
Compliance
Executive Leadership
Business Development
Research & Development
Information Security
Risk Management
Corporate Development
Intellectual Property
Strategy
Finance
Information Technology
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Compliance Officer
Chief Financial Officer
Business Development Director
Research & Development Director
Chief Technology Officer
Chief Information Security Officer
Commercial Director
Risk Manager
Intellectual Property Manager
Corporate Development Manager
Head of Strategy
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