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1. Parties: Identification of the disclosing party (typically the company) and receiving party (typically the software developer/development company), including full legal names and addresses
2. Background: Context of the software development project and need for confidentiality protection
3. Definitions: Detailed definitions including 'Confidential Information', 'Software', 'Development Services', 'Intellectual Property Rights', 'Authorized Personnel'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the software development context, including source code, algorithms, architectures, and business information
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions, security measures, and standard of care
6. Permitted Disclosures: Circumstances under which confidential information can be shared with employees, subcontractors, or other authorized parties
7. Security Measures: Specific technical and organizational measures required to protect confidential information
8. Term and Survival: Duration of the agreement and survival of obligations after termination
9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon project completion or termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Source Code Protection: Specific provisions for protecting source code - include when the project involves access to existing source code
2. Cloud Storage and Remote Access: Specific provisions for cloud-based development environments - include for projects using cloud infrastructure
3. Third Party Disclosure: Provisions for sharing with third party contractors - include when subcontractors will be involved
4. Data Privacy Compliance: Specific provisions for handling personal data - include when project involves processing personal data
5. Export Control: Provisions regarding export restrictions - include for international projects or restricted technologies
6. Competitive Restrictions: Non-compete provisions - include when sharing business-critical information
7. Escrow Arrangements: Provisions for source code escrow - include for critical software development projects
1. Schedule 1 - Description of Software Project: Detailed description of the software development project scope
2. Schedule 2 - Authorized Personnel: List of personnel authorized to access confidential information
3. Schedule 3 - Security Protocols: Detailed technical and organizational security measures required
4. Schedule 4 - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
5. Appendix A - Confidential Information Categories: Detailed categorization of types of confidential information covered
6. Appendix B - Approved Security Tools and Platforms: List of approved development tools, platforms, and storage solutions
Information Technology
Financial Services
Healthcare
E-commerce
Manufacturing
Telecommunications
Education Technology
Banking
Insurance
Retail
Automotive
Aerospace
Energy
Media and Entertainment
Professional Services
Legal
Information Technology
Software Development
Information Security
Procurement
Human Resources
Operations
Compliance
Research and Development
Project Management Office
Business Development
Technical Architecture
Quality Assurance
Product Management
Chief Technology Officer
Software Development Manager
Project Manager
Legal Counsel
Contract Manager
Software Engineer
System Architect
Business Development Manager
IT Director
Procurement Manager
Information Security Officer
Technical Lead
Product Owner
Development Team Lead
Compliance Officer
HR Manager
Operations Manager
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