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Non Disclosure Non Use And Non Circumvention Agreement Template for Netherlands

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Key Requirements PROMPT example:

Non Disclosure Non Use And Non Circumvention Agreement

"I need a Non Disclosure Non Use And Non Circumvention Agreement for a potential technology partnership where we'll be sharing AI algorithms with a Dutch software company, with extra strict security provisions and a special clause about cloud storage security requirements."

Document background
The Non-Disclosure, Non-Use, and Non-Circumvention Agreement is essential in today's business environment where companies need to share sensitive information while maintaining control over its use and protecting business relationships. This document type is particularly crucial in the Netherlands, where it must comply with Dutch civil law, including the Dutch Trade Secrets Act and relevant EU regulations. It's commonly used during business negotiations, potential partnerships, joint ventures, or any situation where proprietary information needs to be shared while preventing the receiving party from using it beyond agreed purposes or circumventing the disclosing party in business dealings. The agreement typically includes detailed provisions on confidential information handling, permitted uses, duration of obligations, and specific anti-circumvention measures.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names, registration details, and addresses

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

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', 'Representatives', and 'Circumvention'

4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information, including security measures and standard of care

5. Permitted Use: Specific limitations on how the receiving party may use the confidential information, strictly limiting it to the defined permitted purpose

6. Non-Circumvention: Obligations preventing the receiving party from bypassing or circumventing the disclosing party in business dealings related to the confidential information

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 injunctive relief and damages

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 subject to GDPR or other data protection laws

2. Employee and Representative Obligations: Used when the receiving party needs to share information with employees or representatives

3. Intellectual Property Rights: Included when confidential information includes IP or when IP might be developed during the permitted use

4. Competition Law Compliance: Required when parties are competitors or when non-circumvention provisions could impact market competition

5. Assignment and Successors: Include when either party may undergo corporate changes or restructuring

6. Third Party Rights: Needed when third parties' rights might be affected or when third parties need to be excluded from enforcing the agreement

7. Force Majeure: Optional clause for circumstances preventing compliance with obligations

8. Information Security Requirements: Include when specific technical or organizational security measures are required

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Permitted Purpose: Detailed description of the specific permitted uses of the confidential information

3. Schedule 3 - Authorized Representatives: List of individuals or roles authorized to receive and handle confidential information

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

5. Schedule 5 - Protected Business Relationships: List of specific business relationships, contacts, or opportunities covered by non-circumvention provisions

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

Financial Services

Healthcare

Biotechnology

Real Estate

Energy

Telecommunications

Professional Services

Research & Development

Retail

Entertainment

Software Development

Pharmaceuticals

Construction

Aerospace

Automotive

Consumer Goods

Mining

Agriculture

Relevant Teams

Legal

Business Development

Executive Leadership

Research & Development

Innovation

Corporate Strategy

Mergers & Acquisitions

Commercial Operations

Procurement

Intellectual Property

Information Security

Compliance

Sales

Product Development

Strategic Partnerships

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Business Development Manager

Corporate Counsel

Innovation Director

Research & Development Manager

Chief Technology Officer

Chief Financial Officer

Strategic Partnerships Manager

Investment Manager

Project Manager

Procurement Manager

Sales Director

Operations Manager

Intellectual Property Manager

Commercial Director

Merger & Acquisition Specialist

Product Development Manager

Contract Manager

Compliance Officer

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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