The Outsourcing NDA is essential when companies engage external service providers who will need access to confidential information to perform their services. This agreement, governed by English and Welsh law, establishes the framework for protecting sensitive information during outsourcing arrangements. It addresses key aspects including data protection, intellectual property, and regulatory compliance, while ensuring service providers can effectively deliver their contracted services. The document is particularly important in regulated industries and when handling personal data under UK GDPR requirements.
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1. Parties: Identification of all parties to the agreement, including registered addresses and company numbers
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement, including 'Confidential Information', 'Services', 'Representatives'
4. Confidentiality Obligations: Core obligations regarding non-disclosure and protection of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed
6. Data Protection: Obligations regarding personal data processing and protection
7. Term and Termination: Duration of the agreement and termination provisions
8. Return of Information: Obligations regarding return or destruction of confidential information
1. Employee Protection: TUPE-related provisions for when staff transfer might be involved
2. International Transfers: Provisions for cross-border data transfers when services are provided across jurisdictions
3. Industry-Specific Compliance: Sector-specific regulatory requirements for regulated industries
4. Intellectual Property: IP protection and ownership provisions when IP is likely to be created or shared
1. Description of Services: Detailed outline of outsourced services
2. Data Processing Agreement: Detailed data protection obligations as required by GDPR
3. Security Requirements: Specific security measures required for protecting confidential information
4. Authorized Representatives: List of personnel authorized to receive confidential information
Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
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