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This Vendor NDA template is specifically designed for use under Dutch law when businesses need to share confidential information with their vendors, suppliers, or service providers. The document is essential for protecting proprietary information, trade secrets, and sensitive business data before and during vendor engagements. It incorporates key requirements from the Dutch Civil Code, the Trade Secrets Protection Act, and relevant EU regulations including GDPR. The agreement is particularly important when initiating new vendor relationships, during vendor due diligence processes, or when existing vendors require access to sensitive information. This Vendor NDA template includes provisions for data security, return or destruction of confidential information, and specific compliance requirements under Dutch law.

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the vendor), including full legal names and registered addresses

2. Background: Brief context of the business relationship and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and other relevant definitions

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

5. Confidentiality Obligations: Core obligations regarding the protection, non-disclosure, and restricted use of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized representatives or as required by law

7. Information Security Measures: Required security measures for protecting confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Term and Termination: Duration of the agreement and termination provisions

10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes