Non Disclosure Agreement For Suppliers

Non Disclosure Agreement For Suppliers Template for Netherlands

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Key Requirements PROMPT example:

"I need a Non Disclosure Agreement For Suppliers under Dutch law for a technology company sharing sensitive software development specifications with multiple manufacturing suppliers in Asia, with special attention to data security and export control provisions."

Document background

This Non Disclosure Agreement For Suppliers is essential for businesses operating in the Netherlands that need to share sensitive information with their suppliers during business relationships. It is specifically designed to comply with Dutch legal requirements and EU regulations, including the Dutch Civil Code, Trade Secrets Protection Act, and GDPR where applicable. The document should be used before sharing any confidential information with suppliers, including but not limited to technical specifications, business processes, strategic plans, pricing information, or intellectual property. It includes provisions for both direct supplier relationships and extended supply chain considerations, making it suitable for complex business relationships where confidential information needs to be protected across multiple parties. The agreement provides clear mechanisms for enforcement under Dutch law while maintaining practical flexibility for business operations.

Suggested Sections

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

2. Background: Context of the relationship between parties and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Permitted Recipients', 'Trade Secrets', and 'Affiliate'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including explicit inclusions and exclusions

5. Obligations of Confidentiality: Core confidentiality obligations, standards of care, and security measures required

6. Permitted Disclosures: Circumstances under which confidential information may be shared with Permitted Recipients and associated obligations

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

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

9. Breach and Remedies: Consequences of breach, including remedies and enforcement rights

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

Optional Sections

1. Data Protection Compliance: Required when confidential information includes personal data, addressing GDPR requirements and data processing obligations

2. Intellectual Property Rights: Include when confidential information contains or relates to IP rights, clarifying ownership and usage rights

3. Export Control: Necessary when confidential information may be subject to export control regulations

4. Non-Solicitation: Optional restrictions on soliciting employees or customers, common in supplier relationships

5. Audit Rights: Include for high-sensitivity information or regulated industries, allowing verification of compliance

6. Insurance Requirements: Required for high-value or high-risk confidential information

7. Force Majeure: Include when long-term confidentiality obligations might be affected by extraordinary circumstances

Suggested Schedules

1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

2. Schedule 2 - Security Measures: Technical and organizational measures required for protecting confidential information

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

4. Appendix A - Forms: Standard forms including confidentiality undertakings for Permitted Recipients and destruction certificates

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing

Technology

Professional Services

Healthcare

Financial Services

Retail

Logistics

Construction

Energy

Telecommunications

Automotive

Pharmaceuticals

Food and Beverage

Chemical Industry

Research and Development

Relevant Teams

Legal

Procurement

Supply Chain

Vendor Management

Operations

Commercial

Risk and Compliance

Research & Development

Information Technology

Finance

Project Management

Relevant Roles

Procurement Manager

Legal Counsel

Supply Chain Director

Vendor Management Specialist

Chief Procurement Officer

Contracts Manager

Supply Chain Manager

Commercial Director

Chief Legal Officer

Purchasing Manager

Strategic Sourcing Manager

Operations Director

Chief Technology Officer

Research & Development Director

Chief Financial Officer

Risk Manager

Compliance Officer

Project Manager

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