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Non Disclosure Contract

Non Disclosure Contract Template for Netherlands

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Key Requirements PROMPT example:

Non Disclosure Contract

"I need a Non Disclosure Contract under Dutch law for a software development partnership with a potential technology vendor, focusing heavily on protecting our source code and development methodologies, with the agreement to be effective from March 1, 2025."

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Document background
This Non-Disclosure Contract is essential for businesses operating under Dutch jurisdiction who need to protect confidential information during business negotiations, partnerships, or other commercial relationships. The document is structured to comply with Dutch law, particularly the Civil Code (Burgerlijk Wetboek) and Trade Secrets Act (Wet bescherming bedrijfsgeheimen), while incorporating necessary GDPR considerations. It's commonly used before entering into detailed business discussions, during due diligence processes, or when sharing sensitive technical, financial, or commercial information. The agreement defines the scope of confidential information, establishes clear obligations for information handling, and provides remedies under Dutch law in case of breach.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details if companies

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

3. Definitions: Clear definitions of 'Confidential Information', 'Representatives', 'Purpose', and other key terms used in the agreement

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

5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care and prohibited uses

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

7. Term and Survival: Duration of the agreement and survival of obligations after termination

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

9. Remedies: Legal remedies available in case of breach, including injunctive relief

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

11. Execution: Signature blocks and execution provisions

Optional Sections

1. Data Protection: Required when confidential information includes personal data subject to GDPR/AVG

2. Intellectual Property Rights: Include when confidential information involves IP rights or when IP might be created during the relationship

3. Non-Solicitation: Optional restriction on soliciting employees or customers, if relevant to the business relationship

4. Security Measures: Specific technical and organizational measures required for protecting confidential information

5. Export Control: Include when confidential information may be subject to export control regulations

6. Competitive Activity: Include when parties need to address potential competitive activities

7. Force Majeure: Include when parties want to address circumstances beyond their control affecting confidentiality obligations

Suggested Schedules

1. Schedule 1 - Description of Purpose: Detailed description of the permitted purpose for which confidential information may be used

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information

4. Appendix A - Categories of Confidential Information: Detailed list or categories of information considered confidential under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 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

Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Research & Development

Retail

Energy

Telecommunications

Biotechnology

Real Estate

Education

Media & Entertainment

Construction

Automotive

Relevant Teams

Legal

Business Development

Research & Development

Executive Leadership

Procurement

Human Resources

Finance

Operations

Intellectual Property

Corporate Development

Information Security

Compliance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Project Manager

Research Director

Chief Technology Officer

Procurement Manager

Human Resources Director

Chief Financial Officer

Investment Manager

Operations Director

Intellectual Property Manager

Corporate Development Manager

Contract Administrator

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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