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Non Disclosure Agreement Trade Secret Template for Netherlands

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Key Requirements PROMPT example:

Non Disclosure Agreement Trade Secret

"I need a Non Disclosure Agreement Trade Secret under Dutch law for sharing manufacturing process secrets with a potential manufacturing partner in Rotterdam, with special attention to technical drawings and chemical formulas, to be effective from March 2025."

Document background
This Non-Disclosure Agreement Trade Secret is essential for businesses operating in the Netherlands that need to protect valuable confidential information and trade secrets during business negotiations, partnerships, or other commercial relationships. The document is structured to comply with the Dutch Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen) and the EU Trade Secrets Directive, providing comprehensive protection for technical, commercial, and operational secrets. It's particularly relevant when sharing sensitive information such as manufacturing processes, formulas, designs, or business methods. The agreement includes specific provisions required under Dutch law for trade secret protection, including clear identification of confidential information, specific security measures, and enforcement mechanisms. This document should be used whenever valuable trade secrets need to be shared with external parties while maintaining legal protection under Dutch jurisdiction.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details

2. Background: Context of the agreement, business relationship, and purpose of sharing confidential information

3. Definitions: Detailed definitions including 'Confidential Information', 'Trade Secrets', 'Authorized Recipients', and other key terms

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

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized recipients

7. Security Measures: Specific security protocols and measures required to protect the trade secrets

8. Return or Destruction: Requirements for handling confidential information upon termination or request

9. Duration and Termination: Term of the agreement and survival of obligations

10. Breach and Remedies: Consequences of breach, including injunctive relief and damages

11. Governing Law and Jurisdiction: Specification of Dutch law and jurisdiction for dispute resolution

Optional Sections

1. Employee and Contractor Obligations: Additional provisions when the receiving party needs to share information with employees or contractors

2. Data Protection Compliance: GDPR compliance section when confidential information includes personal data

3. Non-Competition: Additional restrictions on competitive activities, if relevant to the business relationship

4. Assignment and Succession: Rules for transfer of obligations in case of corporate restructuring or sale

5. Export Control: Required for international trade secrets or when dealing with regulated technologies

6. Reverse Engineering Prohibition: Specific prohibitions on reverse engineering, particularly relevant for technical trade secrets

7. Audit Rights: Rights to audit compliance with security measures, if heightened security is required

Suggested Schedules

1. Schedule 1 - Description of Trade Secrets: Detailed categorization and description of specific trade secrets covered

2. Schedule 2 - Security Protocols: Detailed security measures and protocols required for different categories of information

3. Schedule 3 - Authorized Recipients: List of pre-approved individuals or roles permitted to access the information

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for employees or contractors

5. Appendix B - Data Processing Requirements: Specific requirements for handling personal data if GDPR is applicable

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

Relevant legal definitions








































Clauses






























Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Biotechnology

Chemical Industry

Automotive

Food & Beverage

Software Development

Research & Development

Industrial Design

Engineering

Electronics

Consumer Goods

Professional Services

Artificial Intelligence

Clean Technology

Relevant Teams

Legal

Research & Development

Product Development

Innovation

Information Security

Intellectual Property

Engineering

Manufacturing

Business Development

Compliance

Executive Leadership

Technical Operations

Strategic Partnerships

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Research Director

Head of Innovation

Product Development Manager

Legal Counsel

Intellectual Property Manager

Business Development Director

Chief Information Security Officer

Manufacturing Manager

Process Engineer

R&D Engineer

Technical Director

Commercial Director

Compliance Officer

Innovation Manager

Strategic Partnerships Manager

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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