The Indemnity Confidentiality Agreement is designed for situations where standard confidentiality agreements may not provide sufficient protection or risk mitigation. This document is particularly relevant when sharing highly sensitive proprietary information, trade secrets, or valuable intellectual property under Dutch law. It combines robust confidentiality provisions with specific indemnification obligations, making it suitable for high-stakes business transactions, strategic partnerships, or situations involving critical intellectual property. The agreement ensures compliance with Dutch civil law requirements and relevant EU regulations, including the GDPR and Trade Secrets Directive, while providing clear mechanisms for enforcement and remedies in case of breach.
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1. Parties: Identification of the parties entering into the agreement, 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: Detailed definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Indemnified Parties'
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
6. Security Measures: Specific measures required to protect confidential information
7. Indemnification: Scope of indemnification, including covered losses and process for claiming indemnification
8. Term and Survival: Duration of the agreement and which provisions survive termination
9. Return or Destruction of Information: Requirements for handling confidential information upon termination or request
10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
11. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Data Protection: Specific provisions for handling personal data under GDPR - required if personal data will be shared
2. Intellectual Property Rights: Provisions clarifying ownership and usage rights of IP - needed if confidential information includes IP
3. Insurance Requirements: Specifications for insurance coverage related to indemnification - useful for high-value agreements
4. Audit Rights: Rights to audit compliance with confidentiality obligations - relevant for highly sensitive information
5. Third Party Rights: Provisions regarding rights of third parties under the agreement - needed if third parties are involved
6. Force Majeure: Provisions for extraordinary events affecting performance - optional but recommended
7. Assignment and Subcontracting: Rules regarding transfer of rights/obligations - needed if relevant to business context
1. Schedule 1 - Categories of Confidential Information: Detailed listing of types of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive/handle confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and procedures required
4. Schedule 4 - Indemnification Procedures: Detailed procedures for making and handling indemnification claims
5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings by employees/contractors
6. Appendix B - Data Processing Requirements: Specific GDPR-related requirements if personal data is involved
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