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Indemnity NDA Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
This Indemnity NDA is designed for situations where parties need to share sensitive business information while ensuring robust protection through both confidentiality obligations and specific indemnification provisions. The document is particularly suitable for high-value transactions, strategic partnerships, or situations involving critical intellectual property or trade secrets under Dutch law. The agreement combines standard NDA provisions with carefully crafted indemnification clauses that protect the disclosing party against losses arising from breaches. It is structured to comply with Dutch civil law requirements and incorporates relevant EU regulations, making it particularly suitable for cross-border transactions involving Dutch entities. The Indemnity NDA includes comprehensive definitions of confidential information, detailed security requirements, and specific procedures for claiming indemnification, providing a higher level of protection than standard confidentiality agreements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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Relevant Industries

Technology & Software

Financial Services

Healthcare & Pharmaceuticals

Manufacturing & Industrial

Professional Services

Research & Development

Energy & Utilities

Telecommunications

Biotechnology

Defense & Aerospace

Relevant Teams

Legal

Compliance

Executive Leadership

Business Development

Research & Development

Information Security

Risk Management

Corporate Development

Intellectual Property

Strategy

Finance

Information Technology

Relevant Roles

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

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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