This Supplier NDA template is essential for businesses operating under Belgian law that need to share confidential information with their suppliers, vendors, or service providers. The document should be used before engaging in detailed discussions or sharing sensitive information with potential or existing suppliers. The Supplier NDA covers various types of confidential information including trade secrets, technical specifications, pricing structures, customer data, and proprietary processes. It incorporates Belgian legal requirements, including provisions from the Belgian Trade Secrets Act of 2018, the Civil Code, and the Law of December 2, 2022 on B2B contracts. The agreement is particularly important for compliance with EU and Belgian data protection regulations when shared information includes personal data. The template is designed to be customizable while maintaining enforceability under Belgian law.
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1. Parties: Identification of the disclosing party (typically the company) and receiving party (the supplier), including full legal names and registered addresses
2. Background: Context of the supplier relationship and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the supplier relationship context
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, protection, and non-disclosure requirements
6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized representatives or as required by law
7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
8. Term and Survival: Duration of the agreement and surviving obligations after termination
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Protection: GDPR compliance provisions, required when confidential information includes personal data
2. Intellectual Property Rights: Specific provisions regarding IP ownership and licenses, needed when shared information includes IP
3. Non-Solicitation: Restrictions on soliciting employees or customers, included when there's risk of talent or customer poaching
4. Security Requirements: Specific technical and organizational measures for protecting digital information, needed for technical/IT suppliers
5. Export Control: Compliance with export control laws, required when dealing with international suppliers or controlled technologies
6. Competitive Restrictions: Non-compete provisions, included when supplier works with competitors
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of personnel authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Appendix A - Information Handling Procedures: Detailed procedures for marking, storing, and transmitting confidential information
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Professional Services
Healthcare
Financial Services
Retail
Telecommunications
Energy
Construction
Automotive
Pharmaceuticals
Logistics
Consumer Goods
Industrial Equipment
Relevant Teams
Legal
Procurement
Supply Chain
Operations
Information Security
Compliance
Risk Management
Commercial
Project Management
Vendor Management
Information Technology
Relevant Roles
Procurement Manager
Supply Chain Director
Legal Counsel
Vendor Relations Manager
Chief Procurement Officer
Contracts Manager
Commercial Director
Operations Manager
Project Manager
Chief Technology Officer
Information Security Officer
Compliance Officer
Risk Manager
Business Development Manager
Category Manager
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