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Software Non Disclosure Agreement Template for Netherlands

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Key Requirements PROMPT example:

Software Non Disclosure Agreement

"I need a Software Non Disclosure Agreement under Dutch law for my AI development company to protect our proprietary algorithms and source code when working with external contractors starting from March 2025, with special emphasis on data protection and export control provisions."

Document background
The Software Non Disclosure Agreement is essential when parties need to share confidential software-related information in the Netherlands. It is commonly used during software development projects, licensing negotiations, due diligence processes, or when engaging contractors or consultants. The document is drafted under Dutch law and incorporates both Dutch civil code requirements and EU regulations, particularly regarding trade secrets and data protection. It covers various types of confidential information including source code, algorithms, development methodologies, technical specifications, and business processes. This agreement is crucial for protecting intellectual property rights and maintaining competitive advantage in software development and technology sectors.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration numbers, and registered addresses

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

3. Definitions: Key terms including 'Confidential Information', 'Software', 'Source Code', 'Documentation', 'Authorized Personnel', and 'Trade Secrets'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, specifically relating to software, source code, algorithms, and technical documentation

5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and non-use provisions

6. Permitted Use and Access: Specified purposes for which confidential information may be used and conditions for access by authorized personnel

7. Security Measures: Required technical and organizational security measures for protecting confidential information

8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination

9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

10. Survival: Provisions that continue after termination of the agreement

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

Optional Sections

1. Data Protection Compliance: Additional section when confidential information includes personal data, addressing GDPR compliance requirements

2. Third Party Disclosure: Include when either party may need to disclose to third party contractors or advisors

3. Export Control: Required when software or technical data may be subject to export control regulations

4. Source Code Escrow: Optional section for arrangements regarding source code escrow services

5. Audit Rights: Optional provision allowing the disclosing party to audit the receiving party's compliance

6. Insurance Requirements: Include when specific insurance coverage is required for handling sensitive information

7. Non-Solicitation: Optional clause preventing hiring of each other's employees during the term of the NDA

Suggested Schedules

1. Schedule 1 - Description of Software: Detailed description of the software and related materials covered by the NDA

2. Schedule 2 - Authorized Personnel: List of personnel authorized to access the confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols to be implemented

4. Schedule 4 - Data Processing Requirements: If applicable, detailed data processing requirements and safeguards

5. Appendix A - Form of Confidentiality Undertaking: Template for individual confidentiality undertakings by authorized personnel

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

Information Technology

Software Development

Financial Services

Healthcare Technology

E-commerce

Telecommunications

Cloud Services

Cybersecurity

Enterprise Software

Gaming and Entertainment

FinTech

Industrial Automation

Digital Marketing

Artificial Intelligence and Machine Learning

Relevant Teams

Legal

Software Development

Information Security

Procurement

Research and Development

Product Management

Information Technology

Compliance

Business Development

Project Management

Technical Operations

Quality Assurance

Enterprise Architecture

Data Protection

Relevant Roles

Chief Technology Officer

Software Development Manager

Legal Counsel

IP Attorney

Software Engineer

System Architect

Product Manager

IT Security Manager

Procurement Manager

Business Development Director

Technical Project Manager

Information Security Officer

Contract Manager

Technology Consultant

Development Team Lead

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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