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Consultant NDA
"I need a Consultant NDA for a software development consultant who will be accessing our source code and customer data during a 6-month project starting January 2025; we need strong IP protection clauses and specific provisions for handling customer data under NZ privacy laws."
1. Parties: Identifies and defines the parties to the agreement - the company/organization and the consultant
2. Background: Explains the context of the agreement, including the nature of the consultancy relationship and need for confidentiality
3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Scope of Confidentiality: Details what information is considered confidential and what is excluded from confidentiality obligations
5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to authorized representatives or as required by law
7. Security Measures: Required measures for protecting and securing confidential information
8. Return or Destruction of Information: Requirements for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Survival: Obligations that continue after the agreement ends
11. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement
1. Data Protection: Additional provisions specific to personal data protection under NZ Privacy Act 2020, used when personal data will be shared
2. Intellectual Property: Specific provisions about IP ownership and rights, used when consultant may create or access IP
3. Non-Competition: Restrictions on competitive activities, used when consultant may gain competitive advantage from confidential information
4. Publicity: Restrictions on public announcements or references to the relationship, used for sensitive relationships
5. Audit Rights: Right to audit consultant's compliance with confidentiality obligations, used for high-risk or regulated industries
6. Insurance: Requirements for professional indemnity or cyber insurance, used in high-value or high-risk situations
7. Force Majeure: Provisions for unforeseen circumstances, used when long-term relationship is contemplated
1. Schedule 1 - Description of Services: Detailed description of consulting services to provide context for confidentiality obligations
2. Schedule 2 - Specified Confidential Information: Specific categories or items of confidential information covered by the agreement
3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information
4. Schedule 4 - Authorized Representatives: List of personnel authorized to access confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings by consultant's personnel
Authors
Technology
Financial Services
Healthcare
Professional Services
Manufacturing
Research and Development
Telecommunications
Energy
Real Estate
Education
Retail
Media and Entertainment
Biotechnology
Mining and Resources
Construction
Legal
Human Resources
Procurement
Executive Leadership
Research and Development
Information Technology
Operations
Finance
Risk and Compliance
Business Development
Project Management
Chief Executive Officer
Chief Legal Officer
Legal Counsel
HR Director
Project Manager
Procurement Manager
Business Development Manager
Research Director
IT Manager
Operations Manager
Finance Director
Risk Manager
Compliance Officer
Department Head
Technical Lead
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