A Perpetual Non-Disclosure Agreement is essential when parties need to share sensitive information with indefinite protection requirements. This agreement, governed by English and Welsh law, is particularly valuable for long-term business relationships, protection of trade secrets, and situations where the confidential information remains commercially sensitive indefinitely. It provides stronger protection than time-limited NDAs and is commonly used in technology transfers, joint ventures, and strategic partnerships where intellectual property and trade secrets require permanent protection.
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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Confidential Information: Definition and scope of confidential information
5. Obligations of Confidentiality: Core confidentiality obligations
6. Permitted Disclosures: Circumstances under which disclosure is allowed
7. Return of Confidential Information: Provisions for returning or destroying confidential information
8. Duration: Perpetual nature of obligations
9. Governing Law and Jurisdiction: Application of English and Welsh law
1. Third Party Rights: Rights of third parties under the agreement
2. Data Protection: Specific data protection obligations when personal data is involved
3. Intellectual Property: IP rights and obligations when IP is part of confidential information
4. Assignment: Rights to assign the agreement
1. Schedule of Confidential Information: Detailed list of specific confidential information
2. Schedule of Authorized Recipients: List of persons authorized to receive confidential information
3. Schedule of Security Measures: Required security measures for protecting confidential information
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